As filed with the Securities and Exchange Commission on April 25, 2019.
Registration Nos. 2-99356
811-04367
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 349 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 353 | ☒ |
(Check Appropriate Box or Boxes)
COLUMBIA FUNDS SERIES TRUST I
(Exact Name of Registrant as Specified in Charter)
225 Franklin Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
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 May 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 Real Estate Equity Fund series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
Class | Ticker Symbol | |
A | CREAX | |
Advisor (Class Adv) | CRERX | |
C | CRECX | |
Institutional (Class Inst) | CREEX | |
Institutional 2 (Class Inst2) | CRRVX | |
Institutional 3 (Class Inst3) | CREYX | |
R | CRSRX |
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A-1 |
2 | Prospectus 2019 |
(a) | This charge is imposed on certain investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
(b) | This charge applies to redemptions within 12 months after purchase, with certain limited exceptions. |
■ | you invest $10,000 in the applicable class of Fund shares for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | 5 years | 10 years | |
Class A (whether or not shares are redeemed) | $699 | $960 | $1,242 | $2,042 |
Prospectus 2019 | 3 |
1 year | 3 years | 5 years | 10 years | |
Class Adv (whether or not shares are redeemed) | $106 | $331 | $ 574 | $1,271 |
Class C (assuming redemption of all shares at the end of the period) | $307 | $640 | $1,098 | $2,369 |
Class C (assuming no redemption of shares) | $207 | $640 | $1,098 | $2,369 |
Class Inst (whether or not shares are redeemed) | $106 | $331 | $ 574 | $1,271 |
Class Inst2 (whether or not shares are redeemed) | $ 91 | $284 | $ 493 | $1,096 |
Class Inst3 (whether or not shares are redeemed) | $ 87 | $271 | $ 471 | $1,049 |
Class R (whether or not shares are redeemed) | $157 | $486 | $ 839 | $1,834 |
4 | Prospectus 2019 |
Prospectus 2019 | 5 |
Year
by Year Total Return (%)
as of December 31 Each Year* |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 3rd Quarter 2009 | 28.25% |
Worst
|
1st Quarter 2009 | -27.06% |
* | Year to Date return as of March 31, 2019: 17.13% |
Share
Class
Inception Date |
1 Year | 5 Years | 10 Years | |
Class A | 11/01/2002 | |||
returns before taxes | -12.82% | 5.31% | 9.90% | |
returns after taxes on distributions | -14.40% | 3.16% | 8.06% | |
returns after taxes on distributions and sale of Fund shares | -6.54% | 3.92% | 7.75% | |
Class Adv returns before taxes | 11/08/2012 | -7.30% | 6.81% | 10.82% |
Class C returns before taxes | 10/13/2003 | -9.10% | 5.75% | 9.73% |
Class Inst returns before taxes | 04/01/1994 | -7.23% | 6.83% | 10.83% |
Class Inst2 returns before taxes | 03/07/2011 | -7.12% | 6.97% | 10.95% |
Class Inst3 returns before taxes | 03/01/2017 | -7.07% | 6.91% | 10.87% |
Class R returns before taxes | 09/27/2010 | -7.78% | 6.29% | 10.23% |
FTSE Nareit Equity REITs Index (reflects no deductions for fees, expenses or taxes) | -4.62% | 7.90% | 12.12% |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Arthur Hurley, CFA | Senior Portfolio Manager | Portfolio Manager | 2006 |
6 | Prospectus 2019 |
Online | Regular Mail | Express Mail | By Telephone | |||
columbiathreadneedleus.com/investor/ |
Columbia
Management
Investment Services Corp. P.O. Box 219104 Kansas City, MO 64121-9104 |
Columbia
Management
Investment Services Corp. c/o DST Asset Manager Solutions, Inc. 430 W 7 th Street, Suite 219104 Kansas City, MO 64105-1407 |
800.422.3737 |
Class | Category of eligible account |
For
accounts other than
systematic investment plan accounts |
For
systematic investment
plan accounts |
Classes A & C | All accounts other than IRAs | $2,000 | $100 |
IRAs | $1,000 | $100 | |
Classes Adv & Inst | All eligible accounts |
$0,
$1,000 or $2,000
depending upon the category of eligible investor |
$100 |
Classes Inst2 & R | All eligible accounts | None | N/A |
Class Inst3 | All eligible accounts |
$0,
$1,000, $2,000
or $1 million depending upon the category of eligible investor |
$100
(for certain
eligible investors) |
Prospectus 2019 | 7 |
■ | overall economic and market conditions; and |
■ | the financial condition and management of a company, including its competitive position, the quality of its balance sheet and earnings, its future prospects, and the potential for growth and stock price appreciation. |
8 | Prospectus 2019 |
Prospectus 2019 | 9 |
10 | Prospectus 2019 |
Prospectus 2019 | 11 |
12 | Prospectus 2019 |
Columbia Real Estate Equity Fund | |
Class A | 1.32% |
Class Adv | 1.07% |
Class C | 2.07% |
Class Inst | 1.07% |
Class Inst2 | 0.93% |
Class Inst3 | 0.88% |
Class R | 1.57% |
Prospectus 2019 | 13 |
14 | Prospectus 2019 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Arthur Hurley, CFA | Senior Portfolio Manager | Portfolio Manager | 2006 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
Prospectus 2019 | 15 |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
16 | Prospectus 2019 |
* | The website references in this prospectus are inactive links and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus. |
Prospectus 2019 | 17 |
■ | The amount you plan to invest. |
■ | How long you intend to remain invested in the Fund. |
■ | The fees (e.g., sales charge or “load”) and expenses for each share class. |
■ | Whether you may be eligible for a reduction or waiver of sales charges when you buy or sell shares. |
■ | The net asset value (NAV) per share is the price of a share calculated by the Fund every business day. |
■ | The offering price per share is the NAV per share plus any front-end sales charge (or load) that applies. |
18 | Prospectus 2019 |
Prospectus 2019 | 19 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) ; Conversion Features (c) |
Front-End
Sales Charges (d) |
Contingent
Deferred
Sales Charges (CDSCs) (d) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (e) |
similar
institutions; (iii) broker-dealers, banks, trust companies and similar institutions that clear Fund share transactions for their client or customer investment advisory or similar accounts through designated financial intermediaries and their mutual
fund trading platforms that have been granted specific written authorization from the Transfer Agent with respect to Class Adv eligibility apart from selling, servicing or similar agreements; (iv) 501(c)(3) charitable organizations; (v) 529 plans;
(vi) health savings accounts; (vii) investors participating in a fee-based advisory program sponsored by a financial intermediary or other entity that is not compensated by the Fund for those services, other than payments for shareholder servicing
or sub-accounting performed in place of the Transfer Agent; and (viii) commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in
Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Adv shares within such platform.
(f)
|
|||||
Class C |
Eligibility:
Available to the general public for investment
|
None | 1.00% on certain investments redeemed within one year of purchase (i) |
Waivers
: Yes, on Fund distribution reinvestments. For additional waivers, see
Choosing a Share Class – CDSC Waivers – Class A, Class C and Class V
|
Distribution
Fee:
0.75%
|
20 | Prospectus 2019 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) ; Conversion Features (c) |
Front-End
Sales Charges (d) |
Contingent
Deferred
Sales Charges (CDSCs) (d) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (e) |
the 10-year anniversary of the Class C shares purchase date. (c) | |||||
Class
Inst |
Eligibility:
Available only to certain eligible investors, which are subject to different minimum investment requirements, ranging from $0 to $2,000, including investors who purchase Fund shares through commissionable brokerage
platforms where the financial intermediary holds the shares in an omnibus account and, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary
has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform; closed to (i) accounts of financial intermediaries that clear Fund share transactions for their client or customer accounts through
designated financial intermediaries and their mutual fund trading platforms that have been given specific written notice from the Transfer Agent of the termination of their eligibility for new purchases of Class Inst shares and (ii) omnibus group
retirement plans, subject to certain exceptions
(f)(j)
|
None | None | N/A | None |
Class
Inst2 |
Eligibility:
Available only to (i) certain registered investment advisers and family offices that clear Fund share transactions for their client or customer accounts through designated financial intermediaries and their mutual
fund trading platforms that have been granted specific written authorization from the Transfer Agent with respect to Class Inst2 eligibility apart from selling, servicing or similar agreements; (ii) omnibus retirement plans
(j)
; and (iii) institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst2 shares
for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst2 shares within such platform.
|
None | None | N/A | None |
Prospectus 2019 | 21 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) ; Conversion Features (c) |
Front-End
Sales Charges (d) |
Contingent
Deferred
Sales Charges (CDSCs) (d) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (e) |
Class
Inst3 |
Eligibility:
Available to (i) group retirement plans that maintain plan-level or omnibus accounts with the Fund
(j)
; (ii)
institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst3 shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer
and/or service Class Inst3 shares within such platform; (iii) collective trust funds; (iv) affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); (v) fee-based platforms of financial intermediaries (or the clearing
intermediary they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform, provided also that Fund
shares are held in an omnibus account; (vi) commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that
the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst3 shares within such platform and that Fund shares are held in an omnibus account; and (vii) bank trust departments, subject to an
agreement with the Distributor that specifically authorizes offering Class Inst3 shares and provided that Fund shares are held in an omnibus account. In each case above where noted that Fund shares are required to be held in an omnibus account, the
Distributor may, in its discretion, determine to waive this requirement.
(f)
|
None | None | N/A | None |
Class R | Eligibility: Available only to eligible retirement plans, health savings | None | None | N/A | Series of CFST & CFST I: |
22 | Prospectus 2019 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) ; Conversion Features (c) |
Front-End
Sales Charges (d) |
Contingent
Deferred
Sales Charges (CDSCs) (d) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (e) |
accounts
and, in the sole discretion of the Distributor, other types of retirement accounts held through platforms maintained by financial intermediaries approved by the Distributor
|
distribution
fee of 0.50%
|
||||
Class V |
Eligibility:
Generally closed to new investors
(j)
|
5.75% maximum, declining to 0.00% on investments of $1 million or more |
CDSC
on certain investments of between $1 million and $50 million redeemed within 18 months after purchase, charged as follows:
|
Reductions
: Yes, see
Choosing a Share Class — Reductions/Waivers of Sales Charges – Class A and Class V Shares Front-End Sales Charge Reductions
|
Service Fee: up to 0.50% |
(a) | For Columbia Government Money Market Fund, new investments must be made in Class A, Class Inst, Class Inst3, or Class R shares, subject to eligibility. Class C shares of Columbia Government Money Market Fund are available as a new investment only to investors in the Distributor's proprietary 401(k) products, provided that such investor is eligible to invest in the class and transact directly with the Fund or the Transfer Agent through a third party administrator or third party recordkeeper. Columbia Government Money Market Fund offers Class Inst2 shares only to facilitate exchanges with other Funds offering such share class. |
(b) | Certain share classes are subject to minimum account balance requirements, as described in Buying, Selling and Exchanging Shares — Transaction Rules and Policies. |
(c) | For more information on the conversion of Class C shares to Class A shares, see Choosing a Share Class - Sales Charges and Commissions - Class C Shares - Conversion to Class A Shares . |
(d) | Actual front-end sales charges and CDSCs vary among the Funds. For more information on applicable sales charges, see Choosing a Share Class — Sales Charges and Commissions, and for information about certain exceptions to these sales charges, see Choosing a Share Class — Reductions/Waivers of Sales Charges. |
(e) | These are the maximum applicable distribution and/or service fees. Except for Class V shares, these fees are paid under the Fund’s Rule 12b-1 plan. Fee rates and fee components (i.e., the portion of a combined fee that is a distribution or service fee) may vary among Funds. Because these fees are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution and/or service fees. Although Class A shares of certain series of CFST I are subject to a combined distribution and service fee of up to 0.35%, these Funds currently limit the combined fee to 0.25%. Columbia Ultra Short Term Bond Fund pays a distribution and service fee of up to 0.15% on Class A shares. Columbia Government Money Market Fund pays a distribution and service fee of up to 0.10% on Class A shares and up to 0.75% distribution fee on Class C shares. Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund each pay a service fee of up to 0.20% on Class A and Class C shares. Columbia AMT-Free Intermediate Muni Bond Fund pays a distribution fee of up to 0.65% on Class C shares. For more information on distribution and service fees, see Choosing a Share Class — Distribution and Service Fees. |
(f) | Columbia Ultra Short Term Bond Fund must be purchased through financial intermediaries that, by written agreement with the Distributor, are specifically authorized to sell the Fund’s shares. Class Adv shares of Columbia Ultra Short Term Bond Fund are also available to certain registered investment advisers that clear Fund share transactions for their client accounts through designated financial intermediaries with mutual fund trading platforms that have been granted specific written authorization from the Transfer Agent (apart from selling, servicing or similar agreements) to sell Class Inst2 shares, which are not offered by the Fund. Class Inst3 shares of Columbia Ultra Short Term Bond Fund that were open and funded accounts prior to November 30, 2018 (the conversion date from the former unnamed share class to Class Inst3 shares) are eligible for additional investment; however, any account established after that date must meet the current Class Inst3 eligibility requirements. |
Prospectus 2019 | 23 |
(g) | For Columbia Short Term Municipal Bond Fund, a CDSC of 0.50% is charged on certain investments of $500,000 or more redeemed within 12 months after purchase. The following Funds are not subject to a front-end sales charge or a CDSC on Class A shares: Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund, Columbia Ultra Short Term Bond Fund and Columbia U.S. Treasury Index Fund. |
(h) | If you are eligible to invest in Class A shares without a front-end sales charge, you should discuss your options with your financial intermediary. For more information, see Choosing a Share Class – Reductions/Waivers of Sales Charges. |
(i) | There is no CDSC on redemptions from Class C shares of Columbia Government Money Market Fund. |
(j) | These share classes are closed to new accounts, or closed to previously eligible investors, subject to certain conditions, as summarized below and described in more detail under Buying, Selling and Exchanging Shares — Buying Shares — Eligible Investors: |
24 | Prospectus 2019 |
■ | depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
■ | is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you or your financial intermediary notifies the Fund). |
Prospectus 2019 | 25 |
Class A Shares — Front-End Sales Charge — Breakpoint Schedule* | ||||
Breakpoint Schedule For: |
Dollar
amount of
shares bought (a) |
Sales
charge as a % of the offering price (b) |
Sales
charge as a % of the net amount invested (b) |
Amount
retained by or paid to financial intermediaries as a % of the offering price |
Fixed
Income Funds (except those listed below),
Columbia Multi-Asset Income Fund and Funds-of-Funds (fixed income)* |
$ 0-$49,999 | 4.75% | 4.99% | 4.00% |
$ 50,000–$99,999 | 4.25% | 4.44% | 3.50% | |
$100,000–$249,999 | 3.50% | 3.63% | 3.00% | |
$250,000–$499,999 | 2.50% | 2.56% | 2.15% | |
$500,000–$999,999 | 2.00% | 2.04% | 1.75% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Tax-Exempt Funds (other than Columbia Short Term Municipal Bond Fund) | $ 0-$99,999 | 3.00% | 3.09% | 2.50% |
$100,000–$249,999 | 2.50% | 2.56% | 2.15% | |
$250,000–$499,999 | 1.50 % | 1.53% | 1.25% | |
$ 500,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia
Floating Rate Fund,
Columbia Inflation Protected Securities Fund, Columbia Limited Duration Credit Fund, Columbia Mortgage Opportunities Fund, Columbia Quality Income Fund, and Columbia Total Return Bond Fund |
$ 0-$99,999 | 3.00% | 3.09% | 2.50% |
$100,000–$249,999 | 2.50% | 2.56% | 2.15% | |
$250,000–$499,999 | 2.00% | 2.04% | 1.75% | |
$500,000–$999,999 | 1.50% | 1.52% | 1.25% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia Short Term Bond Fund | $ 0-$99,999 | 1.00% | 1.01% | 0.75% |
$100,000–$249,999 | 0.75% | 0.76% | 0.50% | |
$250,000–$999,999 | 0.50% | 0.50% | 0.40% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia Short Term Municipal Bond Fund | $ 0-$99,999 | 1.00% | 1.01% | 0.75% |
$100,000–$249,999 | 0.75% | 0.76% | 0.50% | |
$250,000–$499,999 | 0.50% | 0.50% | 0.40% | |
$ 500,000 or more | 0.00% | 0.00% | 0.00% (c) | |
* | The following Funds are not subject to a front-end sales charge or CDSC on Class A shares: Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund, Columbia Ultra Short Term Bond Fund and Columbia U.S. Treasury Index Fund. "Funds-of-Funds (equity)" includes Columbia Capital Allocation Aggressive Portfolio, Columbia Capital Allocation Moderate Aggressive Portfolio, Columbia Capital Allocation Moderate Conservative Portfolio, Columbia Capital Allocation Moderate Portfolio and Columbia Global Strategic Equity Fund . "Funds-of-Funds (fixed income)" includes Columbia Capital Allocation Conservative Portfolio and Columbia Income Builder Fund. Columbia Balanced Fund, Columbia Flexible Capital Income Fund and Columbia Global Opportunities Fund are treated as equity Funds for purposes of the table. |
(a) | Purchase amounts and account values may be aggregated among all eligible Fund accounts for the purposes of this table. See Choosing a Share Class — Reductions/Waivers of Sales Charges for a discussion of account value aggregation. |
(b) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. Purchase price includes the sales charge. |
(c) | For information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class A shares of a Taxable Fund or $500,000 or more of Class A shares of a Tax-Exempt Fund, see Class A Shares — Commissions below. |
26 | Prospectus 2019 |
■ | If you purchased Class A shares of any Tax-Exempt Fund (other than Columbia Short Term Municipal Bond Fund) without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.75% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.75% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of Columbia Short Term Municipal Bond Fund without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.50% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.50% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of any Taxable Fund without paying a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase; and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within 18 months after purchase as described in the previous sentence. |
* | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 0.75% on the first $3,999,999 and 0.50% on the balance. |
** | The commission level on purchases of Class A shares of Columbia Short Term Municipal Bond Fund is: 0.50% on purchases of $500,000 to $19,999,999 and 0.25% on purchases of $20 million or more. |
Prospectus 2019 | 27 |
Class A Shares of Taxable Funds — Commission Schedule (Paid by the Distributor to Financial Intermediaries)* | |
Purchase Amount |
Commission
Level**
(as a % of net asset value per share) |
$1 million – $2,999,999 | 1.00% |
$3 million – $49,999,999 | 0.50% |
$50 million or more | 0.25% |
* | Not applicable to Funds that do not assess a front-end sales charge. |
** | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 1.00% on the first $2,999,999 and 0.50% on the balance. |
■ | Class C share accounts that are Direct-at-Fund Accounts and Networked Accounts for which the Transfer Agent (and not your financial intermediary) sends you Fund account transaction confirmations and statements, convert on or about the 15th day of the month (if the 15th is not a business day, then the next business day thereafter) that they become eligible for automatic conversion provided that the Fund has records that Class C shares have been held for the requisite time period. |
■ | For purposes of determining the month when your Class C shares are eligible for conversion, the start of the holding period is the first day of the month in which your purchase was made. Your financial intermediary may choose a different day of the month to convert Class C shares. Please contact your financial intermediary for more information on calculating the holding period. |
■ | Any shares you received from reinvested distributions on these shares generally will convert to Class A shares at the same time. |
■ | You’ll receive the same dollar value of Class A shares as the Class C shares that were automatically converted. Class C shares that you received from an exchange of Class C shares of another Fund will convert based on the day you bought the original shares. |
28 | Prospectus 2019 |
■ | No sales charge or other charges apply in connection with this automatic conversion, and conversions are free from U.S. federal income tax. |
■ | depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
■ | is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you notify your financial intermediary or, in the case of Direct-at-Fund Accounts (as defined below), you notify the Fund). |
Prospectus 2019 | 29 |
Class V Shares — Front-End Sales Charge — Breakpoint Schedule | ||||
Breakpoint Schedule For: |
Dollar
amount of
shares bought (a) |
Sales
charge as a % of the offering price (b) |
Sales
charge as a % of the net amount invested (b) |
Amount
retained by or paid to Financial Intermediaries as a % of the offering price |
Fixed Income Funds | $ 0–$49,999 | 4.75% | 4.99% | 4.25% |
$ 50,000–$99,999 | 4.50% | 4.71% | 3.75% | |
$100,000–$249,999 | 3.50% | 3.63% | 2.75% | |
$250,000–$499,999 | 2.50% | 2.56% | 2.00% | |
$500,000–$999,999 | 2.00% | 2.04% | 1.75% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
(a) | Purchase amounts and account values are aggregated among all eligible Fund accounts for the purposes of this table. |
(b) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. |
(c) | For more information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class V shares, see Class V Shares — Commissions below. |
■ | If you purchased Class V shares without a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase, and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. |
■ | Subsequent Class V share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within the time periods noted above. |
Class V Shares — Commission Schedule (Paid by the Distributor to Financial Intermediaries) | |
Purchase
Amount |
Commission
Level*
(as a % of net asset value per share) |
$1 million – $2,999,999 | 1.00% |
$3 million – $49,999,999 | 0.50% |
$50 million or more | 0.25% |
* | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 1.00% on the first $2,999,999 and 0.50% on the balance. |
30 | Prospectus 2019 |
Prospectus 2019 | 31 |
32 | Prospectus 2019 |
Repurchases (Reinstatements) | |
Redeemed Share Class | Corresponding Repurchase Class |
Class A | Class A |
Class C | Class C |
Prospectus 2019 | 33 |
Repurchases (Reinstatements) | |
Redeemed Share Class | Corresponding Repurchase Class |
Class V | Class V |
(a) | The maximum distribution and service fees of Class A shares varies among the Funds, as shown in the table below: |
Funds |
Maximum
Class A Distribution Fee |
Maximum
Class A Service Fee |
Maximum
Class A Combined Total |
Series
of CFST and CFST II (other than Columbia
Government Money Market Fund) |
— | — |
0.25%;
these Funds pay a
combined distribution and service fee |
34 | Prospectus 2019 |
Funds |
Maximum
Class A Distribution Fee |
Maximum
Class A Service Fee |
Maximum
Class A Combined Total |
Columbia Government Money Market Fund | — | — | 0.10% |
Columbia Ultra Short Term Bond Fund | up to 0.15% | up to 0.15% | 0.15% |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund, Columbia Balanced Fund, Columbia Contrarian Core Fund, Columbia Disciplined Small Core Fund, Columbia Dividend Income Fund, Columbia Global Technology Growth Fund, Columbia Large Cap Growth Fund, Columbia Mid Cap Growth Fund, Columbia Real Estate Equity Fund, Columbia Small Cap Growth Fund I, Columbia Total Return Bond Fund | up to 0.10% | up to 0.25% |
up
to 0.35%; these Funds may
pay distribution and service fees up to a maximum of 0.35% of their average daily net assets attributable to Class A shares (comprised of up to 0.10% for distribution services and up to 0.25% for shareholder liaison services) but currently limit such fees to an aggregate fee of not more than 0.25% for Class A shares |
Columbia Adaptive Risk Allocation Fund, Columbia Alternative Beta Fund, Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund, Columbia Bond Fund, Columbia Corporate Income Fund, Columbia Emerging Markets Fund, Columbia Global Dividend Opportunity Fund, Columbia Global Energy and Natural Resources Fund, Columbia Greater China Fund, Columbia Multi-Asset Income Fund, Columbia Pacific/Asia Fund, Columbia Select Large Cap Growth Fund, Columbia Small Cap Value Fund I, Columbia Strategic California Municipal Income Fund, Columbia Strategic Income Fund, Columbia Strategic New York Municipal Income Fund, Columbia U.S. Social Bond Fund, Columbia U.S. Treasury Index Fund | — | 0.25% | 0.25% |
Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund, Columbia Tax-Exempt Fund | — | 0.20% | 0.20% |
(b) | The service fees for Class A and Class C shares of certain Funds vary. The annual service fee for Class A and Class C shares of Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund may equal up to 0.20% of the average daily NAV of all shares of such Fund class. The annual distribution fee for Class C shares for Columbia AMT-Free Intermediate Muni Bond Fund shall be 0.65% of the average daily net assets of the Fund's Class C shares. The Distributor has voluntarily agreed to waive the service fee for Class A and Class C shares of Columbia U.S. Treasury Index Fund so that the service fee does not exceed 0.15% annually. This arrangement may be modified or terminated by the Distributor at any time. |
(c) | Fee amounts noted apply to all Funds other than Columbia Government Money Market Fund, which, for Class A shares, pays distribution and service fees of 0.10%, and for Class C shares pays distribution fees of 0.75%. The payment of the distribution and/or service fees payable by Columbia Government Money Market Fund under its Plan of Distribution has been suspended through November 30, 2019. This arrangement may be modified or terminated at the sole discretion of Columbia Government Money Market Fund’s Board at any time. Compensation paid to financial intermediaries is suspended for the duration of the suspension of payments under Columbia Government Money Market Fund’s Plan of Distribution. |
(d) | The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the distribution fee does not exceed the specified percentage annually: 0.45% for Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund, Columbia AMT-Free Oregon Intermediate Muni Bond Fund, Columbia Strategic California Municipal Income Fund and Columbia Strategic New York Municipal Income Fund; 0.60% for Columbia Corporate Income Fund and Columbia Short Term Bond Fund; 0.65% for Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund; and 0.70% for Columbia U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time. |
(e) | Class R shares of series of CFST and CFST I pay a distribution fee pursuant to a Rule 12b-1 plan for Class R shares. The Funds do not have a shareholder service plan for Class R shares. Series of CFST II have a distribution and shareholder service plan for Class R shares, which, prior to the close of business on September 3, 2010, were known as Class R2 shares. For Class R shares of series of CFST II, the maximum fee under the plan reimbursed for distribution expenses is equal on an annual basis to 0.50% of the average daily net assets of the Fund attributable to Class R shares. Of that amount, up to 0.25% may be reimbursed for shareholder service expenses. |
(f) | The shareholder servicing fees for Class V shares are up to 0.50% of average daily net assets attributable to Class V shares for equity Funds and 0.40% for fixed income Funds. In general, the Funds currently limit such fees to a maximum of 0.25% for equity Funds and 0.15% for fixed-income Funds. These fees for Class V shares are not paid pursuant to a Rule 12b-1 plan. See Class V Shareholder Service Fees below for more information. |
Prospectus 2019 | 35 |
36 | Prospectus 2019 |
Prospectus 2019 | 37 |
38 | Prospectus 2019 |
Prospectus 2019 | 39 |
Minimum Account Balance | |
Minimum
Account Balance |
|
For all classes and account types except those listed below |
$250
(None for accounts with
Systematic Investment Plans) |
Individual Retirement Accounts for all classes except those listed below | None |
Class Adv, Class Inst2, Class Inst3 and Class R | None |
40 | Prospectus 2019 |
Prospectus 2019 | 41 |
■ | negative impact on the Fund's performance; |
■ | potential dilution of the value of the Fund's shares; |
■ | interference with the efficient management of the Fund's portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold; |
■ | losses on the sale of investments resulting from the need to sell securities at less favorable prices; |
42 | Prospectus 2019 |
■ | increased taxable gains to the Fund's remaining shareholders resulting from the need to sell securities to meet sell orders; and |
■ | increased brokerage and administrative costs. |
Prospectus 2019 | 43 |
44 | Prospectus 2019 |
Prospectus 2019 | 45 |
46 | Prospectus 2019 |
Prospectus 2019 | 47 |
Minimum Initial Investments | ||
Minimum
Initial Investment (a) |
Minimum
Initial Investment for Accounts with Systematic Investment Plans |
|
For all classes and account types except those listed below | $2,000 | $100 (b) |
Individual Retirement Accounts for all classes except those listed below | $1,000 | $100 (c) |
Group retirement plans | None | N/A |
Class Adv and Class Inst | $0, $1,000 or $2,000 (d) | $100 (d) |
Class Inst2 and Class R | None | N/A |
48 | Prospectus 2019 |
Minimum Initial Investments | ||
Minimum
Initial Investment (a) |
Minimum
Initial Investment for Accounts with Systematic Investment Plans |
|
Class Inst3 | $0, $1,000, $2,000 or $1 million (e) | $100 (e) |
(a) | If your Class A, Class Adv, Class C, Class Inst, Class Inst3 or Class V shares account balance falls below the minimum initial investment amount for any reason, including a market decline, you may be asked to increase it to the minimum initial investment amount or establish a monthly Systematic Investment Plan. If you do not do so, your account will be subject to a $20 annual low balance fee and/or shares may be automatically redeemed and the proceeds mailed to you if the account falls below the minimum account balance. See Buying, Selling and Exchanging Shares — Transaction Rules and Policies above. There is no minimum initial investment in Class A shares for accounts held in an omnibus account on a mutual fund only platform offered through your financial intermediary. |
(b) | Columbia Government Money Market Fund — $2,000 |
(c) | Columbia Government Money Market Fund — $1,000 |
(d) | The minimum initial investment in Class Adv shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customers, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Adv shares within such platform; for all other eligible Class Adv share investors (see Buying Shares – Eligible Investors – Class Adv Shares above), there is no minimum initial investment. The minimum initial investment amount for Class Inst shares is $0, $1,000 or $2,000 depending upon the category of eligible investor. See — Class Inst Shares Minimum Initial Investments below. The minimum initial investment amount for systematic investment plan accounts is the same as the amount set forth in the first two rows of the table, as applicable. |
(e) | There is no minimum initial investment in Class Inst3 shares for: group retirement plans that maintain plan-level or omnibus accounts with the Fund; collective trust funds; affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); fee-based platforms of financial intermediaries (or the clearing intermediary that they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform and Fund shares are held in an omnibus account; and bank trust departments, subject to an agreement with the Distributor that specifically authorizes offering Class Inst3 shares and provided that Fund shares are held in an omnibus account. The minimum initial investment in Class Inst3 shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst3 shares within such platform and Fund shares are held in an omnibus account. The minimum initial investment in Class Inst3 shares is $1 million, unless waived in the discretion of the Distributor, for the following investors: institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst3 shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst3 shares within such platform. The Distributor may, in its discretion, waive the $1 million minimum initial investment required for these Class Inst3 investors. In each case above where noted that Fund shares are required to be held in an omnibus account, the Distributor may, in its discretion, determine to waive this requirement. |
■ | Any health savings account sponsored by a third party platform. |
■ | Any investor participating in an account sponsored by a financial intermediary or other entity (that provides services to the account) that is paid a fee-based advisory fee by the investor and that is not compensated by the Fund for those services, other than payments for shareholder servicing or sub-accounting performed in place of the Transfer Agent. |
■ | Any commissionable brokerage account, if a financial intermediary has received a written approval from the Distributor to waive the minimum initial investment in Class Inst shares. |
Prospectus 2019 | 49 |
■ | Individual retirement accounts (IRAs) on commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform. |
■ | Any current employee of Columbia Management Investment Advisers LLC, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Inst shares through an individual retirement account (IRA). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Inst shares. If Class Inst shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund Account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Inst shares; be prepared to provide proof thereof. |
■ | Investors (except investors in individual retirement accounts (IRAs)) who purchase Fund shares through commissionable brokerage platforms where the financial intermediary holds the shares in an omnibus account and, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform. |
■ | Any current employee of Columbia Management Investment Advisers LLC, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Inst shares (other than individual retirement accounts (IRAs), for which the minimum initial investment is $1,000). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Inst shares. If Class Inst shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund Account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Inst shares; be prepared to provide proof thereof. |
■ | Certain financial institutions and intermediaries, such as insurance companies, trust companies, banks, endowments, investment companies or foundations, buying shares for their own account, including Ameriprise Financial and its affiliates and/or subsidiaries. |
■ | Bank trust departments that assess their clients an asset-based fee. |
■ | Certain other investors as set forth in more detail in the SAI. |
■ | Once the Transfer Agent or your financial intermediary receives your purchase order in “good form,” your purchase will be made at the Fund’s next calculated public offering price per share, which is the NAV per share plus any sales charge that applies (i.e., the trade date). |
■ | Once the Fund receives your purchase request in “good form,” you cannot cancel it after the market closes. |
50 | Prospectus 2019 |
■ | You generally buy Class A and Class V shares at the public offering price per share because purchases of these share classes are generally subject to a front-end sales charge. |
■ | You buy Class Adv, Class C, Class Inst, Class Inst2, Class Inst3 and Class R shares at NAV per share because no front-end sales charge applies to purchases of these share classes. |
■ | Class A shares of Columbia Ultra Short Term Bond Fund are not eligible for purchase by a Direct-at-Fund Account. |
■ | Class Inst shares of Columbia Ultra Short Term Bond Fund are not eligible for purchase by a Direct-at-Fund Account except for any current employee of Columbia Management Investment Advisers LLC, the Distributor or Transfer Agent and immediate family members of the foregoing who share the same address. |
■ | The Distributor and the Transfer Agent reserve the right to cancel your order if the Fund does not receive payment within two business days of receiving your purchase order. The Fund will return any payment received for orders that have been cancelled, but no interest will be paid on that money. |
■ | Financial intermediaries are responsible for sending your purchase orders to the Transfer Agent and ensuring that the Fund receives your money on time. |
■ | Shares purchased are recorded on the books of the Fund. The Fund does not issue certificates. |
Prospectus 2019 | 51 |
52 | Prospectus 2019 |
■ | Once the Transfer Agent or your financial intermediary receives your redemption order in “good form,” your shares will be sold at the Fund’s next calculated NAV per share (i.e., the trade date). Any applicable CDSC will be deducted from the amount you're selling and the balance will be remitted to you. |
■ | Once the Fund receives your redemption request in “good form,” you cannot cancel it after the market closes. |
■ | If you sell your shares that are held in a Direct-at-Fund Account, we will normally send the redemption proceeds by mail or electronically transfer them to your bank account the next business day after the trade date. Note that your bank may take up to three business days to post an electronic funds transfer from your account. |
■ | If you sell your shares through a financial intermediary, the Funds will normally send the redemption proceeds to your financial intermediary within two business days after the trade date. |
■ | No interest will be paid on uncashed redemption checks. |
■ | Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator. |
■ | For broker-dealer and wrap fee accounts: The Fund reserves the right to redeem your shares if your account falls below the Fund's minimum initial investment requirement. The Fund will notify your broker-dealer prior to redeeming shares, and will provide details on how to avoid such redemption. |
■ | Also keep in mind the Funds' Small Account Policy, which is described above in Buying, Selling and Exchanging Shares — Transaction Rules and Policies. |
Prospectus 2019 | 53 |
■ | Exchanges are made at the NAV next calculated (plus any applicable sales charge) after your exchange order is received in “good form” (i.e., the trade date). |
■ | Once the Fund receives your exchange request in “good form,” you cannot cancel it after the market closes. |
■ | The rules for buying shares of a Fund generally apply to exchanges into that Fund, including, if your exchange creates a new Fund account, it must satisfy the minimum investment amount, unless a waiver applies. |
■ | Shares of the purchased Fund may not be used on the same day for another exchange or sale. |
■ | If you exchange shares from Class A shares of Columbia Government Money Market Fund to a non-money market Fund, any further exchanges must be between shares of the same class. For example, if you exchange from Class A shares of Columbia Government Money Market Fund into Class C shares of a non-money market Fund, you may not exchange from Class C shares of that non-money market Fund back to Class A shares of Columbia Government Money Market Fund or Class A shares of any other Fund. |
■ | A sales charge may apply when you exchange shares of a Fund that were not assessed a sales charge at the time you purchased such shares. If you invest through a Direct-at-Fund Account in Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund, Columbia Ultra Short Term Bond Fund, Columbia U.S. Treasury Index Fund or any other Columbia Fund that does not impose a front-end sales charge and then you exchange into a Fund that does assess a sales charge, your transaction is subject to a front-end sales charge if you exchange into Class A shares and to a CDSC if you exchange into Class C shares of the Columbia Funds. |
■ | If you purchased Class A shares of a Columbia Fund that imposes a front-end sales charge (and you paid any applicable sales charge) and you then exchange those shares into Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund, Columbia Ultra Short Term Bond Fund, Columbia U.S. Treasury Index Fund or any other Columbia Fund that does not impose a front-end sales charge, you may exchange that amount to Class A of another Fund in the future, including dividends earned on that amount, without paying a sales charge. |
■ | If your shares are subject to a CDSC, you will not be charged a CDSC upon the exchange of those shares. Any CDSC will be deducted when you sell the shares you received from the exchange. The CDSC imposed at that time will be based on the period that begins when you bought shares of the original Fund and ends when you sell the shares of the Fund you received from the exchange. Any applicable CDSC charged will be the CDSC of the original Fund. |
■ | You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your financial intermediary for more information. |
■ | You generally may make an exchange only into a Fund that is accepting investments. |
■ | The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation). |
■ | Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes. |
■ | Changing your investment to a different Fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new Fund. |
54 | Prospectus 2019 |
■ | Class Inst shares of a Fund may be exchanged for Class A or Class Inst shares of another Fund. In certain circumstances, the front-end sales charge applicable to Class A shares may be waived on exchanges of Class Inst shares for Class A shares. See Buying, Selling and Exchanging Shares — Buying Shares — Eligible Investors — Class Inst Shares for details. |
■ | Class A shares of Columbia Ultra Short Term Bond Fund are not eligible for exchange by a Direct-at-Fund Account. |
■ | Class Inst shares of Columbia Ultra Short Term Bond Fund are not eligible for exchange by a Direct-at-Fund account except for any current employee of the Investment Manager, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address. |
■ | You may generally exchange Class V shares of a Fund for Class A shares of another Fund if the other Fund does not offer Class V shares. Class V shares exchanged into Class A shares cannot be exchanged back into Class V shares. |
Prospectus 2019 | 55 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks. |
■ | A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declaration and Distribution Schedule | |
Declarations | Quarterly |
Distributions | Quarterly |
56 | Prospectus 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 |
Prospectus 2019 | 57 |
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. |
■ | A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares (including those paid in securities) usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules. |
■ | For sales, redemptions and exchanges of shares that were acquired in a non-qualified account after 2011, the Fund generally is required to report to shareholders and the Internal Revenue Service (IRS) cost basis information with respect to those shares. The Fund uses average cost basis as its default method of calculating cost basis. For more information regarding average cost basis reporting, other available cost basis methods, and selecting or changing to a different cost basis method, please see the SAI, columbiathreadneedleus.com, or contact the Fund at 800.345.6611. If you hold Fund shares through a financial intermediary (e.g., a brokerage firm), you should contact your financial intermediary to learn about its cost basis reporting default method and the reporting elections available to your account. |
■ | The Fund is required by federal law to withhold tax on any taxable or tax-exempt distributions and redemption proceeds paid to you (including amounts paid to you in securities and amounts deemed to be paid to you upon an exchange of shares) if: you have not provided a correct TIN or have not certified to the Fund that withholding does not apply, the IRS has notified us that the TIN listed on your account is incorrect according to its records, or the IRS informs the Fund that you are otherwise subject to backup withholding. |
58 | Prospectus 2019 |
Prospectus 2019 | 59 |
Net
asset value,
beginning of period |
Net
investment income |
Net
realized and unrealized gain (loss) |
Total
from
investment operations |
Distributions
from net investment income |
Distributions
from net realized gains |
Total
distributions to shareholders |
|
Class A | |||||||
Year Ended 12/31/2018 | $14.02 | 0.18 | (1.17) | (0.99) | (0.19) | (0.77) | (0.96) |
Year Ended 12/31/2017 | $15.37 | 0.22 | 0.56 | 0.78 | (0.22) | (1.91) | (2.13) |
Year Ended 12/31/2016 | $15.30 | 0.22 | 0.54 | 0.76 | (0.23) | (0.46) | (0.69) |
Year Ended 12/31/2015 | $15.95 | 0.21 | 0.42 | 0.63 | (0.21) | (1.07) | (1.28) |
Year Ended 12/31/2014 | $12.98 | 0.20 | 3.54 | 3.74 | (0.20) | (0.57) | (0.77) |
Advisor Class | |||||||
Year Ended 12/31/2018 | $14.32 | 0.23 | (1.21) | (0.98) | (0.23) | (0.77) | (1.00) |
Year Ended 12/31/2017 | $15.65 | 0.29 | 0.55 | 0.84 | (0.26) | (1.91) | (2.17) |
Year Ended 12/31/2016 | $15.56 | 0.30 | 0.52 | 0.82 | (0.27) | (0.46) | (0.73) |
Year Ended 12/31/2015 | $16.20 | 0.31 | 0.36 | 0.67 | (0.24) | (1.07) | (1.31) |
Year Ended 12/31/2014 | $13.18 | 0.25 | 3.57 | 3.82 | (0.23) | (0.57) | (0.80) |
Class C | |||||||
Year Ended 12/31/2018 | $14.02 | 0.06 | (1.16) | (1.10) | (0.09) | (0.77) | (0.86) |
Year Ended 12/31/2017 | $15.37 | 0.11 | 0.56 | 0.67 | (0.11) | (1.91) | (2.02) |
Year Ended 12/31/2016 | $15.30 | 0.11 | 0.53 | 0.64 | (0.11) | (0.46) | (0.57) |
Year Ended 12/31/2015 | $15.95 | 0.09 | 0.42 | 0.51 | (0.09) | (1.07) | (1.16) |
Year Ended 12/31/2014 | $12.98 | 0.09 | 3.54 | 3.63 | (0.09) | (0.57) | (0.66) |
Institutional Class | |||||||
Year Ended 12/31/2018 | $14.05 | 0.22 | (1.17) | (0.95) | (0.23) | (0.77) | (1.00) |
Year Ended 12/31/2017 | $15.40 | 0.25 | 0.57 | 0.82 | (0.26) | (1.91) | (2.17) |
Year Ended 12/31/2016 | $15.33 | 0.26 | 0.54 | 0.80 | (0.27) | (0.46) | (0.73) |
Year Ended 12/31/2015 | $15.98 | 0.24 | 0.43 | 0.67 | (0.25) | (1.07) | (1.32) |
Year Ended 12/31/2014 | $13.00 | 0.24 | 3.54 | 3.78 | (0.23) | (0.57) | (0.80) |
Institutional 2 Class | |||||||
Year Ended 12/31/2018 | $14.01 | 0.24 | (1.18) | (0.94) | (0.24) | (0.77) | (1.01) |
Year Ended 12/31/2017 | $15.36 | 0.29 | 0.56 | 0.85 | (0.29) | (1.91) | (2.20) |
Year Ended 12/31/2016 | $15.29 | 0.29 | 0.53 | 0.82 | (0.29) | (0.46) | (0.75) |
Year Ended 12/31/2015 | $15.94 | 0.31 | 0.38 | 0.69 | (0.27) | (1.07) | (1.34) |
Year Ended 12/31/2014 | $12.98 | 0.11 | 3.68 | 3.79 | (0.26) | (0.57) | (0.83) |
Institutional 3 Class | |||||||
Year Ended 12/31/2018 | $14.15 | 0.25 | (1.19) | (0.94) | (0.25) | (0.77) | (1.02) |
Year Ended 12/31/2017 (d) | $15.97 | 0.28 | 0.10 | 0.38 | (0.29) | (1.91) | (2.20) |
60 | Prospectus 2019 |
Net
asset value, end of period |
Total
return |
Total
gross
expense ratio to average net assets (a) |
Total
net
expense ratio to average net assets (a), (b) |
Net
investment
income ratio to average net assets |
Portfolio
turnover |
Net
assets, end of period (000's) |
|
Class A | |||||||
Year Ended 12/31/2018 | $12.07 | (7.48%) | 1.29% | 1.29% (c) | 1.35% | 18% | $63,934 |
Year Ended 12/31/2017 | $14.02 | 5.07% | 1.28% | 1.28% (c) | 1.41% | 27% | $84,557 |
Year Ended 12/31/2016 | $15.37 | 4.99% | 1.24% | 1.24% (c) | 1.43% | 36% | $115,826 |
Year Ended 12/31/2015 | $15.30 | 4.32% | 1.25% | 1.25% (c) | 1.33% | 32% | $123,136 |
Year Ended 12/31/2014 | $15.95 | 29.08% | 1.24% | 1.24% (c) | 1.38% | 35% | $131,148 |
Advisor Class | |||||||
Year Ended 12/31/2018 | $12.34 | (7.30%) | 1.03% | 1.03% (c) | 1.69% | 18% | $480 |
Year Ended 12/31/2017 | $14.32 | 5.37% | 1.04% | 1.04% (c) | 1.85% | 27% | $539 |
Year Ended 12/31/2016 | $15.65 | 5.28% | 1.00% | 1.00% (c) | 1.86% | 36% | $428 |
Year Ended 12/31/2015 | $15.56 | 4.56% | 1.00% | 1.00% (c) | 1.98% | 32% | $363 |
Year Ended 12/31/2014 | $16.20 | 29.31% | 1.00% | 0.99% (c) | 1.71% | 35% | $95 |
Class C | |||||||
Year Ended 12/31/2018 | $12.06 | (8.24%) | 2.04% | 2.04% (c) | 0.47% | 18% | $4,795 |
Year Ended 12/31/2017 | $14.02 | 4.28% | 2.03% | 2.03% (c) | 0.68% | 27% | $13,222 |
Year Ended 12/31/2016 | $15.37 | 4.21% | 1.99% | 1.99% (c) | 0.68% | 36% | $16,965 |
Year Ended 12/31/2015 | $15.30 | 3.53% | 2.00% | 2.00% (c) | 0.56% | 32% | $18,523 |
Year Ended 12/31/2014 | $15.95 | 28.13% | 1.99% | 1.99% (c) | 0.62% | 35% | $21,155 |
Institutional Class | |||||||
Year Ended 12/31/2018 | $12.10 | (7.23%) | 1.04% | 1.04% (c) | 1.63% | 18% | $136,079 |
Year Ended 12/31/2017 | $14.05 | 5.32% | 1.03% | 1.03% (c) | 1.60% | 27% | $167,023 |
Year Ended 12/31/2016 | $15.40 | 5.23% | 0.99% | 0.99% (c) | 1.68% | 36% | $301,531 |
Year Ended 12/31/2015 | $15.33 | 4.57% | 1.00% | 1.00% (c) | 1.56% | 32% | $319,237 |
Year Ended 12/31/2014 | $15.98 | 29.43% | 0.99% | 0.99% (c) | 1.63% | 35% | $359,305 |
Institutional 2 Class | |||||||
Year Ended 12/31/2018 | $12.06 | (7.12%) | 0.89% | 0.89% | 1.81% | 18% | $7,700 |
Year Ended 12/31/2017 | $14.01 | 5.48% | 0.89% | 0.89% | 1.89% | 27% | $8,368 |
Year Ended 12/31/2016 | $15.36 | 5.39% | 0.85% | 0.85% | 1.86% | 36% | $8,580 |
Year Ended 12/31/2015 | $15.29 | 4.74% | 0.85% | 0.85% | 2.05% | 32% | $7,102 |
Year Ended 12/31/2014 | $15.94 | 29.50% | 0.85% | 0.85% | 0.82% | 35% | $157 |
Institutional 3 Class | |||||||
Year Ended 12/31/2018 | $12.19 | (7.07%) | 0.85% | 0.85% | 1.88% | 18% | $59,640 |
Year Ended 12/31/2017 (d) | $14.15 | 2.38% | 0.84% (e) | 0.84% (e) | 2.13% (e) | 27% | $66,446 |
Prospectus 2019 | 61 |
Net
asset value,
beginning of period |
Net
investment income |
Net
realized and unrealized gain (loss) |
Total
from
investment operations |
Distributions
from net investment income |
Distributions
from net realized gains |
Total
distributions to shareholders |
|
Class R | |||||||
Year Ended 12/31/2018 | $14.01 | 0.15 | (1.18) | (1.03) | (0.16) | (0.77) | (0.93) |
Year Ended 12/31/2017 | $15.36 | 0.19 | 0.56 | 0.75 | (0.19) | (1.91) | (2.10) |
Year Ended 12/31/2016 | $15.29 | 0.19 | 0.53 | 0.72 | (0.19) | (0.46) | (0.65) |
Year Ended 12/31/2015 | $15.94 | 0.17 | 0.42 | 0.59 | (0.17) | (1.07) | (1.24) |
Year Ended 12/31/2014 | $12.97 | 0.17 | 3.53 | 3.70 | (0.16) | (0.57) | (0.73) |
Notes to Financial Highlights | |
(a) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund's reported expense ratios. |
(b) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(c) | The benefits derived from expense reductions had an impact of less than 0.01%. |
(d) | Institutional 3 Class shares commenced operations on March 1, 2017. Per share data and total return reflect activity from that date. |
(e) | Annualized. |
62 | Prospectus 2019 |
Net
asset value, end of period |
Total
return |
Total
gross
expense ratio to average net assets (a) |
Total
net
expense ratio to average net assets (a), (b) |
Net
investment
income ratio to average net assets |
Portfolio
turnover |
Net
assets, end of period (000's) |
|
Class R | |||||||
Year Ended 12/31/2018 | $12.05 | (7.78%) | 1.54% | 1.54% (c) | 1.12% | 18% | $5,038 |
Year Ended 12/31/2017 | $14.01 | 4.81% | 1.53% | 1.53% (c) | 1.22% | 27% | $6,735 |
Year Ended 12/31/2016 | $15.36 | 4.73% | 1.49% | 1.49% (c) | 1.21% | 36% | $8,557 |
Year Ended 12/31/2015 | $15.29 | 4.06% | 1.50% | 1.50% (c) | 1.09% | 32% | $9,140 |
Year Ended 12/31/2014 | $15.94 | 28.78% | 1.49% | 1.49% (c) | 1.15% | 35% | $9,922 |
Prospectus 2019 | 63 |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
■ | Shares purchased through an Ameriprise Financial Services investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial Services’ platform (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased through reinvestment of dividends and capital gain distributions when purchasing shares of the same Fund (but not any other fund within the Columbia Funds). |
■ | Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
■ | Employees and registered representatives of Ameriprise Financial Services or its affiliates and their immediate family members. |
■ | Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
A-1 | Prospectus 2019 |
■ | Shares purchased from the proceeds of redemptions within the Columbia Funds, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., rights of reinstatement). |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Columbia Fund assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible Columbia Fund assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases of Columbia Funds, through Merrill Lynch, over a 13-month period of time (if applicable). |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the plan is a group plan (more than one participant), the shares are not held in a commission-based brokerage account and shares are held in the name of the plan through an omnibus account |
■ | Shares purchased by or through a 529 Plan |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other Columbia Fund) |
■ | Shares exchanged from Class C (i.e., level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus |
■ | Shares purchased from the proceeds of redemptions from another Columbia Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | Shares redeemed following the death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan as described in this prospectus |
■ | Redemptions that constitute a return of excess contributions from an IRA |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ |
Prospectus 2019 | A-2 |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
■ | There will be no CDSC charged on the sale of Fund shares acquired through a right of reinstatement |
■ | The redemption of shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to a fee based account or platform (applicable to Class A and Class C shares only). |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans |
■ | Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund |
■ | Shares purchased through a Morgan Stanley self-directed brokerage account |
■ | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are exchanged for Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class exchange program |
■ | Shares purchased from the proceeds of redemptions from another Columbia Fund, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
■ | Shares purchased in an investment advisory program. |
A-3 | Prospectus 2019 |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the Columbia Funds). |
■ | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
■ | Shares purchased from the proceeds of redemptions within the Columbia Funds, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
■ | Death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
■ | Return of excess contributions from an IRA Account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund’s prospectus. |
■ | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
■ | Shares acquired through a right of reinstatement. |
■ | Breakpoints as described in this prospectus. |
■ | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Columbia Fund assets held by accounts within the purchaser’s household at Raymond James. Eligible Columbia Fund assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | For employer-sponsored retirement plans held through a commissionable brokerage account, Class A shares are available at NAV (i.e., without a sales charge). For this purpose, employer-sponsored retirement plans include, but are not limited to, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
Prospectus 2019 | A-4 |
Columbia Small Cap Value Fund I | ||
Class A: CSMIX | Class Adv: CVVRX | Class C: CSSCX |
Class Inst: CSCZX | Class Inst2: CUURX | Class Inst3: CSVYX |
Class R: CSVRX | ||
Columbia Solutions Aggressive Portfolio | ||
Columbia Solutions Conservative Portfolio | ||
Columbia Strategic California Municipal Income Fund | ||
Class A: CLMPX | Class Adv: CCARX | Class C: CCAOX |
Class Inst: CCAZX | Class Inst2: CCAUX | Class Inst3: CCXYX |
Columbia Strategic Income Fund | ||
Class A: COSIX | Class Adv: CMNRX | Class C: CLSCX |
Class Inst: LSIZX | Class Inst2: CTIVX | Class Inst3: CPHUX |
Class R: CSNRX | ||
Columbia Strategic New York Municipal Income Fund | ||
Class A: COLNX | Class Adv: CNYEX | Class C: CNYCX |
Class Inst: CNYZX | Class Inst2: CNYRX | Class Inst3: CNTYX |
Columbia Tax-Exempt Fund | ||
Class A: COLTX | Class Adv: CTERX | Class C: COLCX |
Class Inst: CTEZX | Class Inst2: CADMX | Class Inst3: CTEYX |
Columbia Total Return Bond Fund | ||
Class A: LIBAX | Class Adv: CBNRX | Class C: LIBCX |
Class Inst: SRBFX | Class Inst2: CTBRX | Class Inst3: CTBYX |
Class R: CIBRX |
Columbia U.S. Social Bond Fund | ||
Class A: CONAX | Class Adv: CONFX | Class C: CONCX |
Class Inst: CONZX | Class Inst2: COVNX | Class Inst3: CONYX |
Columbia U.S. Treasury Index Fund | ||
Class A: LUTAX | Class C: LUTCX | Class Inst: IUTIX |
Class Inst2: CUTRX | Class Inst3: CUTYX | |
Columbia Ultra Short Term Bond Fund | ||
Class A: CUSOX | Class Adv: CUSHX | Class Inst: CUSBX |
Class Inst3 † :CMGUX | ||
Multi-Manager Alternative Strategies Fund | ||
Class A: CPASX | Class Inst: CZAMX | |
Multi-Manager Directional Alternative Strategies Fund | ||
Class A: CDAAX | Class Inst: CDAZX | |
Multi-Manager Growth Strategies Fund | ||
Class A: CSLGX | Class Inst: CZMGX | |
Multi-Manager International Equity Strategies Fund | ||
Class Inst: CMIEX | ||
Multi-Manager Small Cap Equity Strategies Fund | ||
Class A: CSCEX | Class Inst: CZMSX | |
Multi-Manager Total Return Bond Strategies Fund | ||
Class A: CMCPX | Class Inst: CTRZX |
† | On December 1, 2018, the Fund’s existing shares were redesignated Class Inst 3 shares. |
* | The names of these Funds in the chart above reflect name changes that take effect on May 14, 2019. Prior to such date, the Funds’ names included “AMT-Free” and “Municipal” was shortened to “Muni.” Prior to May 14, 2019, these Funds’ names were Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund and Columbia AMT-Free Oregon Intermediate Muni Bond Fund. |
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11 |
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19 |
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19 |
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56 |
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85 |
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85 |
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86 |
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88 |
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88 |
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118 |
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136 |
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147 |
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148 |
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150 |
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154 |
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155 |
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157 |
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162 |
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162 |
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163 |
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165 |
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165 |
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177 |
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181 |
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266 |
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A-1 |
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B-1 |
|
C-1 |
|
D-1 |
|
S-1 |
Statement of Additional Information – May 1, 2019 | 1 |
■ | the organization of the Trust; |
■ | the Funds' investments; |
■ | the Funds' investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest; |
■ | the governance of the Funds; |
■ | the Funds' brokerage practices; |
■ | the share classes offered by the Funds; |
■ | the purchase, redemption and pricing of Fund shares; and |
■ | the application of U.S. federal income tax laws. |
1933 Act | Securities Act of 1933, as amended |
1934 Act | Securities Exchange Act of 1934, as amended |
1940 Act | Investment Company Act of 1940, as amended |
Adaptive Retirement Funds | The Funds within the Columbia Funds Complex that include “Adaptive Retirement” within the fund name. |
AlphaSimplex | AlphaSimplex Group, LLC |
Administrative Services Agreement | The Administrative Services Agreement, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Ameriprise Financial | Ameriprise Financial, Inc. |
AQR | AQR Capital Management, LLC |
Arrowstreet | Arrowstreet Capital, Limited Partnership |
Statement of Additional Information – May 1, 2019 | 2 |
Baillie Gifford | Baillie Gifford Overseas Limited |
Bank of America | Bank of America Corporation |
BMO | BMO Asset Management Corp. |
Board | The Trust’s Board of Trustees |
Boston Partners | Boston Partners, a d.b.a. of Boston Partners Global Investors, Inc. |
Business Day | Any day on which the NYSE is open for business. A business day typically ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE is scheduled to close early, the business day will be considered to end as of the time of the NYSE’s scheduled close. The Fund will not treat an intraday unscheduled disruption in NYSE trading or an intraday unscheduled closing as a close of regular trading on the NYSE for these purposes and will price its shares as of the regularly scheduled closing time for that day (typically, 4:00 p.m. Eastern time). Notwithstanding the foregoing, the NAV of Fund shares may be determined at such other time or times (in addition to or in lieu of the time set forth above) as the Fund’s Board may approve or ratify. On holidays and other days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that trade on days that foreign securities markets are open. |
Causeway | Causeway Capital Management LLC |
CEA | Commodity Exchange Act |
CFST | Columbia Funds Series Trust |
CFST I | Columbia Funds Series Trust I |
CFST II | Columbia Funds Series Trust II |
CFTC | The United States Commodity Futures Trading Commission |
CMOs | Collateralized mortgage obligations |
Code | Internal Revenue Code of 1986, as amended |
Codes of Ethics | The codes of ethics adopted by the Funds, the Investment Manager, Columbia Management Investment Distributors, Inc. and/or any sub-adviser, as applicable, pursuant to Rule 17j-1 under the 1940 Act |
Columbia Funds or Columbia Funds Complex | The fund complex, including the Funds, that is comprised of the registered investment companies, including traditional mutual funds, closed-end funds, and ETFs, advised by the Investment Manager or its affiliates |
Columbia Management | Columbia Management Investment Advisers, LLC |
Columbia WAM | Columbia Wanger Asset Management, LLC |
Conestoga | Conestoga Capital Advisors, LLC |
Custodian | JPMorgan Chase Bank, N.A. |
DGHM | Dalton, Greiner, Hartman, Maher & Co., LLC |
Distribution Agreement | The Distribution Agreement between the Trust, on behalf of its Funds, and the Distributor |
Distribution Plan(s) | One or more of the plans adopted by the Board pursuant to Rule 12b-1 under the 1940 Act for the distribution of the Funds’ shares |
Distributor | Columbia Management Investment Distributors, Inc. |
DST | DST Asset Manager Solutions, Inc. |
EAM | EAM Investors, LLC |
FDIC | Federal Deposit Insurance Corporation |
Federated | Federated Investment Management Company |
FHLMC | The Federal Home Loan Mortgage Corporation |
Fitch | Fitch, Inc. |
Statement of Additional Information – May 1, 2019 | 3 |
FNMA | Federal National Mortgage Association |
The Fund(s) or a Fund | One or more of the open-end management investment companies listed on the front cover of this SAI |
GNMA | Government National Mortgage Association |
Hotchkis & Wiley | Hotchkis & Wiley Capital Management, LLC |
Independent Trustees | The Trustees of the Board who are not “interested persons” (as defined in the 1940 Act) of the Funds |
Interested Trustee | The Trustee of the Board who is currently deemed to be an “interested person” (as defined in the 1940 Act) of the Funds |
Investment Management Services Agreement | The Investment Management Services Agreement, as amended, if applicable, between the Trust, on behalf of its Funds, and the Investment Manager |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
Manulife | Manulife Asset Management (US) LLC |
Management Agreement | The Management Agreements, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Moody’s | Moody’s Investors Service, Inc. |
Multi-Manager Strategies Funds | Multi-Manager Alternative Strategies Fund, Multi-Manager Directional Alternative Strategies Fund, Multi-Manager Growth Strategies Fund, Multi-Manager International Equity Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund, Multi-Manager Total Return Bond Strategies Fund and Multi-Manager Value Strategies Fund. Shares of the Multi-Manager Strategies Funds are offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates. |
NASDAQ | National Association of Securities Dealers Automated Quotations system |
NAV | Net asset value per share of a Fund |
NRSRO | Nationally recognized statistical ratings organization (such as, for example, Moody’s, Fitch or S&P) |
NSCC | National Securities Clearing Corporation |
NYSE | New York Stock Exchange |
PGIM | PGIM, Inc., the asset management arm of Prudential Financial, Inc. |
PwC | PricewaterhouseCoopers LLP |
REIT | Real estate investment trust |
REMIC | Real estate mortgage investment conduit |
RIC | A “regulated investment company,” as such term is used in the Code |
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 |
Statement of Additional Information – May 1, 2019 | 4 |
Shares | Shares of a Fund |
Solution Series Funds | Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio |
Subadvisory Agreement | The Subadvisory Agreement among the Trust on behalf of the Fund(s), the Investment Manager and a Fund’s investment subadviser(s), as the context may require |
Subsidiary | One or more wholly-owned subsidiaries of a Fund |
TCW | TCW Investment Management Company LLC |
Threadneedle | Threadneedle International Limited |
Transfer Agency Agreement | The Transfer and Dividend Disbursing Agent Agreement between the Trust, on behalf of its Funds, and the Transfer Agent |
Transfer Agent | Columbia Management Investment Services Corp. |
Trustee(s) | One or more members of the Board |
Trust | Columbia Funds Series Trust I, the registered investment company in the Columbia Funds Complex to which this SAI relates |
Voya | Voya Investment Management Co. LLC |
VP – Managed Volatility Funds | Any variable portfolio fund that includes the words “Managed Risk,” “Managed Volatility,” or “U.S. Flexible” as part of the Fund’s name |
Wasatch | Wasatch Advisors Inc |
Water Island | Water Island Capital, LLC |
WellsCap | Wells Capital Management Incorporated |
* | 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. |
Statement of Additional Information – May 1, 2019 | 5 |
Fund Name: | Referred to as: | |
Columbia Adaptive Retirement 2020 Fund | Adaptive Retirement 2020 Fund | |
Columbia Adaptive Retirement 2025 Fund | Adaptive Retirement 2025 Fund | |
Columbia Adaptive Retirement 2030 Fund | Adaptive Retirement 2030 Fund | |
Columbia Adaptive Retirement 2035 Fund | Adaptive Retirement 2035 Fund | |
Columbia Adaptive Retirement 2040 Fund | Adaptive Retirement 2040 Fund | |
Columbia Adaptive Retirement 2045 Fund | Adaptive Retirement 2045 Fund | |
Columbia Adaptive Retirement 2050 Fund | Adaptive Retirement 2050 Fund | |
Columbia Adaptive Retirement 2055 Fund | Adaptive Retirement 2055 Fund | |
Columbia Adaptive Retirement 2060 Fund | Adaptive Retirement 2060 Fund | |
Columbia Adaptive Risk Allocation Fund | Adaptive Risk Allocation Fund | |
Columbia Alternative Beta Fund | Alternative Beta Fund | |
Columbia Balanced Fund | Balanced Fund | |
Columbia Bond Fund | Bond Fund | |
Columbia Connecticut Intermediate Municipal Bond Fund* | CT Intermediate Municipal Bond Fund | |
Columbia Contrarian Core Fund | Contrarian Core Fund | |
Columbia Corporate Income Fund | Corporate Income Fund | |
Columbia Disciplined Small Core Fund | Disciplined Small Core Fund | |
Columbia Dividend Income Fund | Dividend Income Fund | |
Columbia Emerging Markets Fund | Emerging Markets Fund | |
Columbia Global Dividend Opportunity Fund | Global Dividend Opportunity Fund | |
Columbia Global Energy and Natural Resources Fund | Global Energy and Natural Resources Fund | |
Columbia Global Technology Growth Fund | Global Technology Growth Fund | |
Columbia Greater China Fund | Greater China Fund | |
Columbia High Yield Municipal Fund | HY Municipal Fund | |
Columbia Intermediate Municipal Bond Fund* | Intermediate Municipal Bond Fund | |
Columbia Large Cap Growth Fund | Large Cap Growth Fund | |
Columbia Massachusetts Intermediate Municipal Bond Fund* | MA Intermediate Municipal Bond Fund | |
Columbia Mid Cap Growth Fund | Mid Cap Growth Fund | |
Columbia Multi-Asset Income Fund | Multi-Asset Income Fund | |
Columbia New York Intermediate Municipal Bond Fund* | NY Intermediate Municipal Bond Fund | |
Columbia Oregon Intermediate Municipal Bond Fund* | OR Intermediate Municipal Bond Fund | |
Columbia Pacific/Asia Fund | Pacific/Asia Fund | |
Columbia Real Estate Equity Fund | Real Estate Equity Fund | |
Columbia Select Large Cap Growth Fund | Select Large Cap Growth Fund | |
Columbia Small Cap Growth Fund I | Small Cap Growth Fund I | |
Columbia Small Cap Value Fund I | Small Cap Value Fund I | |
Columbia Solutions Aggressive Portfolio | Solutions Aggressive Portfolio | |
Columbia Solutions Conservative Portfolio | Solutions Conservative Portfolio | |
Columbia Strategic California Municipal Income Fund | Strategic CA Municipal Income Fund | |
Columbia Strategic Income Fund | Strategic Income Fund | |
Columbia Strategic New York Municipal Income Fund | Strategic NY Municipal Income Fund | |
Columbia Tax-Exempt Fund | Tax-Exempt Fund | |
Columbia Total Return Bond Fund | Total Return Bond Fund |
Statement of Additional Information – May 1, 2019 | 6 |
Fund Name: | Referred to as: | |
Columbia U.S. Social Bond Fund | U.S. Social Bond Fund | |
Columbia U.S. Treasury Index Fund | U.S. Treasury Index Fund | |
Columbia Ultra Short Term Bond Fund | Ultra Short Term Bond Fund | |
Multi-Manager Alternative Strategies Fund | MM Alternative Strategies Fund | |
Multi-Manager Directional Alternative Strategies Fund | MM Directional Alternative Strategies Fund | |
Multi-Manager Growth Strategies Fund | MM Growth Strategies Fund | |
Multi-Manager International Equity Strategies Fund | MM International Equity Strategies Fund | |
Multi-Manager Small Cap Equity Strategies Fund | MM Small Cap Equity Strategies Fund | |
Multi-Manager Total Return Bond Fund | MM Total Return Bond Strategies Fund |
* | The names of these Funds in the chart above reflect name changes that take effect on May 14, 2019. Prior to such date, the Funds’ names included “AMT-Free” and “Municipal” was shortened to “Muni.” Prior to May 14, 2019, these Funds’ names were Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund and Columbia AMT-Free Oregon Intermediate Muni Bond Fund. |
Statement of Additional Information – May 1, 2019 | 7 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** | Fund Investment Category*** |
Adaptive Retirement 2020 Fund | March 31 | 8/1/2018 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2025 Fund | March 31 | 8/1/2018 | 4/4/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2030 Fund | March 31 | 8/1/2018 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2035 Fund | March 31 | 8/1/2018 | 4/4/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2040 Fund | March 31 | 8/1/2018 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2045 Fund | March 31 | 8/1/2018 | 4/4/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2050 Fund | March 31 | 8/1/2018 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2055 Fund | March 31 | 8/1/2018 | 4/4/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2060 Fund | March 31 | 8/1/2018 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Risk Allocation Fund | May 31 | 10/1/2018 | 6/19/2012 | No | Alternative |
Alternative Beta Fund | May 31 | 10/1/2018 | 1/28/2015 | No | Alternative |
Balanced Fund | August 31 | 1/1/2019 | 10/1/1991 | Yes | Equity/Taxable fixed-income |
Bond Fund | April 30 | 9/1/2018 | 1/9/1986 | Yes | Taxable fixed-income |
Contrarian Core Fund | August 31 | 1/1/2019 | 12/14/1992 | Yes | Equity |
Corporate Income Fund | April 30 | 9/1/2018 | 3/5/1986 | Yes | Taxable fixed-income |
CT Intermediate Municipal Bond Fund | October 31 | 3/1/2019 | 8/1/1994 | No | Tax-exempt fixed-income |
Disciplined Small Core Fund | August 31 | 1/1/2019 | 12/14/1992 | Yes | Equity |
Dividend Income Fund | May 31 | 10/1/2018 | 3/4/1998 | Yes | Equity |
Emerging Markets Fund | August 31 | 1/1/2019 | 1/2/1998 | Yes | Equity |
Global Dividend Opportunity Fund | August 31 | 1/1/2019 | 11/9/2000 | Yes | Equity |
Global Energy and Natural Resources Fund | August 31 | 1/1/2019 | 12/31/1992 | No | Equity |
Global Technology Growth Fund | August 31 | 1/1/2019 | 11/9/2000 | Yes | Equity |
Greater China Fund | August 31 | 1/1/2019 | 5/16/1997 | No | Equity |
HY Municipal Fund | May 31 | 10/1/2018 | 3/5/1984 | Yes | Tax-exempt fixed-income |
Intermediate Municipal Bond Fund | October 31 | 3/1/2019 | 6/14/1993 | Yes | Tax-exempt fixed-income |
Large Cap Growth Fund | July 31 | 12/1/2018 | 12/14/1990 | Yes | Equity |
MA Intermediate Municipal Bond Fund | October 31 | 3/1/2019 | 6/14/1993 | No | Tax-exempt fixed-income |
Mid Cap Growth Fund | August 31 | 1/1/2019 | 11/20/1985 | Yes | Equity |
MM Alternative Strategies Fund | August 31 | 1/1/2019 | 4/23/2012 | No | Alternative |
MM Directional Alternative Strategies Fund | April 30 | 9/1/2018 | 10/17/2016 | No | Alternative |
MM Growth Strategies Fund | March 31 | 8/1/2018 | 4/20/2012 | Yes | Equity |
MM International Equity Strategies Fund | August 31 | 1/1/2019 | 5/17/2018 | Yes | Equity |
MM Small Cap Equity Strategies Fund | August 31 | 1/1/2019 | 4/20/2012 | Yes | Equity |
Statement of Additional Information – May 1, 2019 | 8 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** | Fund Investment Category*** |
MM Total Return Bond Strategies Fund | August 31 | 1/1/2019 | 4/20/2012 | Yes | Taxable fixed-income |
Multi-Asset Income Fund | April 30 | 9/1/2018 | 3/27/2015 | Yes | Flexible |
NY Intermediate Municipal Bond Fund | October 31 | 3/1/2019 | 12/31/1991 | No | Tax-exempt fixed-income |
OR Intermediate Municipal Bond Fund | July 31 | 12/1/2018 | 7/2/1984 | Yes | Tax-exempt fixed-income |
Pacific/Asia Fund | March 31 | 8/1/2018 | 12/31/1992 | Yes | Equity |
Real Estate Equity Fund | December 31 | 5/1/2019 | 4/1/1994 | No | Equity |
Select Large Cap Growth Fund | March 31 | 8/1/2018 | 10/1/1997 | Yes | Equity |
Small Cap Growth Fund I | August 31 | 1/1/2019 | 10/1/1996 | Yes | Equity |
Small Cap Value Fund I | April 30 | 9/1/2018 | 7/25/1986 | Yes | Equity |
Solutions Aggressive Portfolio | March 31 | 8/1/2018 | 10/24/2017 | No | Alternative |
Solutions Conservative Portfolio | March 31 | 8/1/2018 | 10/24/2017 | No | Alternative |
Strategic CA Municipal Income Fund | October 31 | 3/1/2019 | 6/16/1986 | No | Tax-exempt fixed-income |
Strategic Income Fund | August 31 | 1/1/2019 | 4/21/1977 | Yes | Taxable fixed-income |
Strategic NY Municipal Income Fund | October 31 | 3/1/2019 | 9/26/1986 | No | Tax-exempt fixed-income |
Tax-Exempt Fund | July 31 | 12/1/2018 | 11/21/1978 | Yes | Tax-exempt fixed-income |
Total Return Bond Fund | April 30 | 9/1/2018 | 12/5/1978 | Yes | Taxable fixed-income |
U.S. Social Bond Fund | July 31 | 12/1/2018 | 3/26/2015 | Yes | Tax-exempt fixed-income |
U.S. Treasury Index Fund | April 30 | 9/1/2018 | 6/4/1991 | Yes | Taxable fixed-income |
Ultra Short Term Bond Fund | July 31 | 2/15/2019 | 3/8/2004 | Yes | Taxable fixed-income |
* | Certain Funds reorganized into series of the Trust. The date of operations for these Funds represents the date on which the predecessor funds began operation. |
** | A “diversified” Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. |
*** | The Fund Investment Category is used as a convenient way to describe Funds in this SAI and should not be deemed a description of the Fund’s principal investment strategies, which are described in the Fund’s prospectus. |
Fund | Effective Date of Name Change | Previous Fund Name |
Adaptive Risk Allocation | October 1, 2014 | Columbia Risk Allocation Fund |
Alternative Beta Fund | October 1, 2016 | Columbia Adaptive Alternatives Fund |
CT Intermediate Municipal Bond Fund |
May
14, 2019
July 7, 2014 |
Columbia
AMT-Free Connecticut Intermediate Muni Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund |
Disciplined Small Core Fund | April 18, 2016 | Columbia Small Cap Core Fund |
Global Energy and Natural Resources Fund | August 5, 2013 | Columbia Energy and Natural Resources Fund |
Global Technology Growth Fund | July 7, 2014 | Columbia Technology Fund |
Intermediate Municipal Bond Fund |
May
14, 2019
July 7, 2014 |
Columbia
AMT-Free Intermediate Muni Bond Fund
Columbia Intermediate Municipal Bond Fund |
Statement of Additional Information – May 1, 2019 | 9 |
Fund | Effective Date of Name Change | Previous Fund Name |
MA Intermediate Municipal Bond Fund |
May
14, 2019
July 7, 2014 |
Columbia
AMT-Free Massachusetts Intermediate Muni Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund |
MM Alternative Strategies Fund |
February
28, 2017
October 12, 2016 |
Active
Portfolios
®
Multi-Manager Alternatives Fund
Active Portfolios ® Multi-Manager Alternative Strategies Fund |
MM Directional Alternative Strategies Fund | February 28, 2017 | Active Portfolios ® Multi-Manager Directional Alternatives Fund |
MM Growth Strategies Fund |
February
28, 2017
December 11, 2013 |
Active
Portfolios
®
Multi-Manager Growth Fund
Columbia Active Portfolios ® – Select Large Cap Growth Fund |
MM Small Cap Equity Strategies Fund | February 28, 2017 | Active Portfolios ® Multi-Manager Small Cap Equity Strategies Fund |
MM Total Return Bond Strategies Fund |
February
28, 2017
April 11, 2016 |
Active
Portfolios
®
Multi-Manager Total Return Bond Fund
Active Portfolios ® Multi-Manager Core Plus Bond Fund |
NY Intermediate Municipal Bond Fund |
May
14, 2019
July 7, 2014 |
Columbia
AMT-Free New York Intermediate Muni Bond Fund
Columbia New York Intermediate Municipal Bond Fund |
OR Intermediate Municipal Bond Fund |
May
14, 2019
July 7, 2014 |
Columbia
AMT-Free Oregon Intermediate Muni Bond Fund
Columbia Oregon Intermediate Municipal Bond Fund |
Strategic CA Municipal Income Fund | January 22, 2018 | Columbia California Tax-Exempt Fund |
Strategic NY Municipal Income Fund | January 22, 2018 | Columbia New York Tax-Exempt Fund |
Total Return Bond Fund | February 19, 2016 | Columbia Intermediate Bond Fund |
Ultra Short Term Bond Fund | December 1, 2018 | CMG Ultra Short Term Bond Fund |
Statement of Additional Information – May 1, 2019 | 10 |
Statement of Additional Information – May 1, 2019 | 11 |
A. | Buy or sell real estate |
A1 – | The Fund may not purchase or sell real estate, except each Fund may: (i) purchase securities of issuers which deal or invest in real estate, (ii) purchase securities which are secured by real estate or interests in real estate and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein. |
A2 – | The Fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from investing in: (i) securities or other instruments backed by real estate or interests in real estate, (ii) securities or other instruments of issuers or entities that deal in real estate or are engaged in the real estate business, (iii) real estate investment trusts (REITs) or entities similar to REITs formed under the laws of non-U.S. countries or (iv) real estate or interests in real estate acquired through the exercise of its rights as a holder of securities secured by real estate or interests therein. |
Statement of Additional Information – May 1, 2019 | 12 |
B. | Buy or sell physical commodities |
B1 – | The Fund may not purchase or sell commodities, except that each Fund may to the extent consistent with its investment objective: (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This limitation does not apply to foreign currency transactions including without limitation forward currency contracts. |
B2 – | The Fund may invest up to 25% of its total assets in one or more wholly-owned subsidiaries that may invest in commodities, thereby indirectly gaining exposure to commodities, and may, to the extent consistent with its investment objective, (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. This policy does not limit foreign currency transactions including without limitation forward currency contracts. |
B3 – | The Fund will not purchase or sell commodities, except to the extent permitted by applicable law from time to time. |
B4 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
B5 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
(a) | For purposes of the fundamental investment policy on buying and selling physical commodities above, at the time of the establishment of the restriction for certain Funds, swap contracts on financial instruments or rates were not within the understanding of the term “commodities.” Notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, these Funds will not consider such instruments to be commodities for purposes of this restriction. |
C. | Issuer Diversification* |
C1 – | The Fund may not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 25% of its total assets may be invested without regard to these limitations and (ii) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C2 – | The Fund may not, as a matter of fundamental policy, purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 50% of its total assets may be invested without regard to these limitations and (ii) the Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C3 – | The Fund will not make any investment inconsistent with its classification as a diversified company under the 1940 Act. |
C4 – | The Fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations; and (b) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
C5 – | The Fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations; and (b) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
* | For purposes of applying the limitation set forth in its issuer diversification policy above, a Fund does not consider futures or swaps central counterparties, where the Fund has exposure to such central counterparties in the course of making investments in futures and securities, to be issuers. |
Statement of Additional Information – May 1, 2019 | 13 |
D. | Concentration* |
D1 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
D2 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief; and (iii) under normal market conditions, the Fund will invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the energy and other natural resources groups of industries. (a) |
D3 – | The Fund will invest at least 65% of the value of its total assets in securities of companies principally engaged in the real estate industry. |
D4 – | The Fund will, under normal market conditions, invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the technology and related group of industries, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
D5 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state, municipality or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D6 – | The Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state, municipality or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D7 – | The Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
* | For purposes of applying the limitation set forth in its concentration policy, above, a Fund will generally use the industry classifications provided by the Global Industry Classification System (GICS) for classification of issuers of equity securities and the classifications provided |
Statement of Additional Information – May 1, 2019 | 14 |
by the Barclays Capital Aggregate Bond Index for classification of issues of fixed-income securities. To the extent that a Fund’s concentration policy requires the Fund to consider the concentration policies of any underlying funds in which it invests, the Fund will consider the portfolio positions at the time of purchase, which in the case of unaffiliated underlying funds is based on portfolio information made publicly available by them. A Fund does not consider futures or swaps clearinghouses or securities clearinghouses, where the Fund has exposure to such clearinghouses in the course of making investments in futures and securities, to be part of any industry. |
(a) | In determining whether Global Energy and Natural Resources Fund has invested at least 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the energy and other natural resources groups of industries, the Investment Manager currently uses the GICS produced by S&P and MSCI Inc. The Investment Manager currently considers companies in each of the indicated GICS industry groups to be within the energy and other natural resources groups of industries: (i) Energy, (ii) Utilities, and (iii) Materials, but limited to companies in the following GICS industries and sub-industries: the Chemicals industry (companies that primarily produce or distribute industrial and basic chemicals, including the Commodity Chemicals, Diversified Chemicals, Fertilizers & Agriculture Chemicals, Industrial Gases, and Specialty Chemicals sub-industries), the Metals & Mining industry (companies that primarily produce, process, extract, or distribute precious or basic metals or minerals, including the Aluminum, Diversified Metals & Mining, Gold, Precious Metals & Minerals, and Steel sub-industries), and the Paper & Forest Products industry (companies that primarily cultivate or manufacture timber or wood-related products or paper products, including the Forest Products and Paper Products sub-industries). |
E. | Invest 80% |
E1 – | The Fund will, under normal circumstances, invest at least 80% of its total assets in state bonds, subject to applicable state requirements. |
E2 – | Under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Connecticut individual income tax. These securities are issued by the State of Connecticut and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but subject to Connecticut personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E3 – | As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax). These securities are issued by states and their political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E4 – | Under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Massachusetts individual income tax. These securities are issued by the Commonwealth of Massachusetts and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to Massachusetts personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E5 – | As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and New York State individual income tax. These securities are issued by the State of New York and its political subdivisions, agencies, authorities and instrumentalities and by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands). Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to New York State and New York City personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E6 – | Under normal circumstances, the Fund invests at least 80% of its net assets in municipal securities issued by the State of Oregon and its political subdivisions, agencies, authorities and instrumentalities. |
Statement of Additional Information – May 1, 2019 | 15 |
E7 – | Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of companies principally engaged in the real estate industry, including REITs. |
E8 – | Under normal circumstances, the Fund invests at least 80% of its total assets in tax-exempt bonds. |
E9 – | Under normal circumstances, the Fund invests at least 80% of net assets in equity securities (including, but not limited to, common stocks, preferred stocks and securities convertible into common or preferred stocks) of technology companies that may benefit from technological improvements, advancements or developments. |
F. | Act as an underwriter |
F1 – | The Fund may not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with the Fund’s investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
F2 – | The Fund will not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer where the Fund later resells such securities. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
G. | Lending |
G1 – | The Fund may not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
G2 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
G3 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H. | Borrowing |
H1 – | The Fund may not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H2 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
H3 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
I. | Issue senior securities |
I1 – | The Fund may not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
I2 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
I3 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
Statement of Additional Information – May 1, 2019 | 16 |
■ | Bond Fund may invest up to 25% of its assets in dollar-denominated debt securities issued by foreign governments, companies or other entities. |
■ | Balanced Fund, Contrarian Core Fund and Dividend Income Fund each may invest up to 20% of its net assets in foreign securities. |
■ | Disciplined Small Core Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Small Cap Growth Fund I and Small Cap Value Fund I each may invest up to 20% of its total assets in foreign securities. |
■ | Up to 25% of the net assets of MM Total Return Bond Strategies Fund may be invested in foreign investments, which may include investments in non-U.S. dollar denominated securities, as well as investments in emerging markets securities. |
■ | MM Small Cap Equity Strategies Fund may invest up to 25% of its net assets in foreign investments. |
■ | Ultra Short Term Bond Fund may invest up to 20% of its total assets in dollar-denominated foreign debt securities. |
■ | Each Fund (other than those Funds listed below) may not sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | The following Funds may not sell securities short: Balanced Fund, Bond Fund, Emerging Markets Fund, Global Dividend Opportunity Fund, Global Energy and Natural Resources Fund, Global Technology Growth Fund, Mid Cap Growth Fund, MM Growth Strategies Fund, MM Total Return Bond Strategies Fund, OR Intermediate Municipal Bond Fund, Pacific/Asia Fund, Real Estate Equity Fund, Select Large Cap Growth Fund and Small Cap Growth Fund I. |
■ | Tax-Exempt Fund may not have a short position, unless the Fund owns, or owns rights (exercisable without payment) to acquire, an equal amount of such securities. |
■ | Tax-Exempt Fund may not purchase securities on margin, but may receive short-term credit to clear securities transactions and may make initial or maintenance margin deposits in connection with futures transactions. |
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Type of Investment | Alternative and Fund-of-Funds – Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Taxable
Fixed Income (a) |
Tax-Exempt
Fixed Income |
Asset-Backed Securities | • | • | • | • | • |
Bank Obligations (Domestic and Foreign) | • | • | • | • | • |
Collateralized Bond Obligations | • | • | • | • | • |
Commercial Paper | • | • | • | • | • |
Statement of Additional Information – May 1, 2019 | 19 |
Type of Investment | Alternative and Fund-of-Funds – Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Taxable
Fixed Income (a) |
Tax-Exempt
Fixed Income |
Common Stock | • | • | • | • | — |
Convertible Securities | • | • | • | • | • |
Corporate Debt Securities | • | • | • | • | • |
Custody Receipts and Trust Certificates | • | • | • | • | • |
Debt Obligations | • | • | • | • | • |
Depositary Receipts | • | • | • | • | — |
Derivatives | • | • | • | • | • |
Dollar Rolls | • | • | • | • | • |
Exchange-Traded Notes | • | • | • | • | • |
Foreign Currency Transactions | • | • | • | • | • |
Foreign Securities | • | • | • | • | • |
Guaranteed Investment Contracts (Funding Agreements) | • | • | • | • | • |
High-Yield Securities | • | • | • | • | • |
Illiquid 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) | • | • | • | • | • |
Sovereign Debt | • | • | • | • | • |
Standby Commitments | • | • | • | • | • |
U.S. Government and Related Obligations | • | • | • | • | • |
Variable and Floating Rate Obligations | • | • | • | • | • |
Warrants and Rights | • | • | • | • | • |
(a) | Total Return Bond Fund is not authorized to purchase common stock or bank obligations. U.S. Treasury Index Fund is not authorized to purchase asset-backed securities, bank obligations, convertible securities, corporate debt obligations (other than money market instruments), depositary receipts, dollar rolls, foreign currency transactions, foreign securities, guaranteed investment contracts, inverse floaters, high-yield securities, mortgage-backed securities, municipal securities, participation interests, partnership securities, REITs, reverse repurchase agreements, short sales, sovereign debt and standby commitments. Ultra Short Term Bond is not authorized to purchase common stock, foreign currency transactions and short sales. |
(b) | See Fundamental and Non-Fundamental Investment Policies for Funds that are not permitted to sell securities short. |
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■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. The Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. The Fund may use these instruments to gain leveraged exposure to currencies, which is a speculative investment practice that increases the Fund's risk exposure and the possibility of losses. Unanticipated changes in the currency markets could result in reduced performance for the Fund. When the Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. |
■ | A forward interest rate agreement is a derivative whereby the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates (based on the notional value of the agreement). If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates (based on the notional value of the agreement). The Fund may act as a buyer or a seller. |
Statement of Additional Information – May 1, 2019 | 61 |
■ | 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. |
■ | 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. |
Statement of Additional Information – May 1, 2019 | 62 |
■ | A commodity-linked structured note is a derivative (structured investment) that has principal and/or interest payments based on the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), a basket of commodities, indices of commodity futures or other economic variable. If payment of interest on a commodity-linked structured note is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might receive lower interest payments (or not receive any of the interest due) on its investments if there is a loss of value in the underlying reference. Further, to the extent that the amount of principal to be repaid upon maturity is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. At any time, the risk of loss associated with a particular structured note in the Fund’s portfolio may be significantly higher than the value of the note. A liquid secondary market may not exist for the commodity-linked structured notes held in the Fund’s portfolio, which may make it difficult for the notes to be sold at a price acceptable to the portfolio manager(s) or for the Fund to accurately value them. |
■ | Structured investments include collateralized debt obligations which are debt instruments that are collateralized by the underlying cash flows of a pool of financial assets or receivables. |
■ | An equity-linked note (ELN) is a derivative (structured investment) that has principal and/or interest payments based on the value of a single equity security, a basket of equity securities or an index of equity securities, and generally has risks similar to these underlying equity securities. ELNs may be leveraged or unleveraged. An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an underlying equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, as well as in privately negotiated transactions with the issuer of the ELN. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. The liquidity of unlisted ELNs is normally determined by the willingness of the issuer to make a market in the ELN. While the Fund will seek to purchase ELNs only from issuers that it believes to be willing and able to repurchase the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell at such a price. Furthermore, such inability to sell may impair the Fund’s ability to enter into other transactions at a time when doing so might be advantageous. The Fund’s investments in ELNs have the potential to lead to significant losses, including the amount the Fund invested in the ELN, because ELNs are subject to the market and volatility risks associated with their underlying equity. In addition, because ELNs often take the form of unsecured notes of the issuer, the Fund would be subject to the risk that the issuer may default on its obligations under the ELN, thereby subjecting the Fund to the further risk of being too concentrated in the securities (including ELNs) of that issuer. However, the Fund typically considers ELNs alongside other securities of the issuer in its assessment of issuer concentration risk. In addition, ELNs may exhibit price behavior that does not correlate with the underlying securities. ELNs may also be subject to leverage risk. The Fund may or may not hold an ELN until its maturity. ELNs also include participation notes. |
Statement of Additional Information – May 1, 2019 | 63 |
■ | 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 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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Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Alternative Beta Fund (a) | $0 - $500 | 0.960% | 10/1/2016 |
>$500 - $1,000 | 0.955% | ||
>$1,000 - $3,000 | 0.950% | ||
>$3,000 - $12,000 | 0.940% | ||
>$12,000 | 0.930% | ||
Balanced Fund | $0 - $500 | 0.720% | 1/1/2016 |
Dividend Income Fund | >$500 - $1,000 | 0.670% | 10/1/2015 |
>$1,000 - $1,500 | 0.620% | ||
>$1,500 - $3,000 | 0.570% | ||
>$3,000 - $6,000 | 0.550% | ||
>$6,000 - $12,000 | 0.530% | ||
>$12,000 | 0.520% | ||
Bond Fund | $0 - $500 | 0.500% | 9/1/2015 |
Corporate Income Fund | >$500 - $1,000 | 0.495% | 9/1/2015 |
MM Total Return Bond Strategies Fund | >$1,000 - $2,000 | 0.480% | 1/1/2016 |
Total Return Bond Fund | >$2,000 - $3,000 | 0.460% | 9/1/2015 |
>$3,000 - $6,000 | 0.450% | ||
>$6,000 - $7,500 | 0.430% | ||
>$7,500 - $9,000 | 0.415% | ||
>$9,000 - $12,000 | 0.410% | ||
>$12,000 - $20,000 | 0.390% | ||
>$20,000 - $24,000 | 0.380% | ||
>$24,000 - $50,000 | 0.360% | ||
>$50,000 | 0.340% | ||
CT Intermediate Municipal Bond Fund | $0 - $250 | 0.470% | 12/1/2015 |
MA Intermediate Municipal Bond Fund | >$250 - $500 | 0.465% | 3/1/2016 |
NY Intermediate Municipal Bond Fund | >$500 - $1,000 | 0.415% | 3/1/2016 |
OR Intermediate Municipal Bond Fund | >$1,000 - $3,000 | 0.380% | 3/1/2016 |
Strategic CA Municipal Income Fund | >$3,000 - $6,000 | 0.340% | 3/1/2016 |
Strategic NY Municipal Income Fund | >$6,000 - $7,500 | 0.330% | 3/1/2016 |
>$7,500 - $12,000 | 0.320% | ||
>$12,000 | 0.310% | ||
Contrarian Core Fund | $0 - $500 | 0.770% | 1/1/2016 |
Global Dividend Opportunity Fund | >$500 - $1,000 | 0.720% | 1/1/2016 |
Large Cap Growth Fund | >$1,000 - $1,500 | 0.670% | 12/1/2015 |
MM Growth Strategies Fund | >$1,500 - $3,000 | 0.620% | 8/1/2015 |
Select Large Cap Growth Fund | >$3,000 - $6,000 | 0.600% | 8/1/2015 |
>$6,000 - $12,000 | 0.580% | ||
>$12,000 | 0.570% | ||
Disciplined Small Core Fund (c) | $0 - $500 | 0.850% | 7/1/2017 |
>$500 - $1,000 | 0.800% | ||
>$1,000 - $3,000 | 0.750% | ||
>$3,000 - $12,000 | 0.740% | ||
>$12,000 | 0.730% | ||
Emerging Markets Fund (c) | $0 - $500 | 1.100% | 7/1/2017 |
>$500 - $1,000 | 1.060% | ||
>$1,000 - $1,500 | 0.870% | ||
>$1,500 - $3,000 | 0.820% | ||
>$3,000 - $6,000 | 0.770% | ||
>$6,000 - $12,000 | 0.720% | ||
>$12,000 | 0.700% |
Statement of Additional Information – May 1, 2019 | 89 |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Global Energy and Natural Resources Fund | $0 - $1,000 | 0.750% | 1/1/2016 |
>$1,000 - $1,500 | 0.670% | ||
>$1,500 - $3,000 | 0.620% | ||
>$3,000 - $6,000 | 0.600% | ||
>$6,000 | 0.580% | ||
Global Technology Growth Fund | $0 - $500 | 0.870% | 1/1/2016 |
>$500 - $1,000 | 0.820% | ||
>$1,000 | 0.770% | ||
Greater China Fund | $0 - $1,000 | 0.950% | 1/1/2016 |
Pacific/Asia Fund | >$1,000 - $1,500 | 0.870% | 8/1/2015 |
>$1,500 - $3,000 | 0.820% | ||
>$3,000 - $6,000 | 0.770% | ||
>$6,000 | 0.720% | ||
HY Municipal Fund | $0 - $500 | 0.540% | 10/1/2015 |
>$500 - $1,000 | 0.535% | ||
>$1,000 - $2,000 | 0.505% | ||
>$2,000 - $3,000 | 0.480% | ||
>$3,000 - $6,000 | 0.445% | ||
>$6,000 - $7,500 | 0.420% | ||
>$7,500 - $10,000 | 0.410% | ||
>$10,000 - $12,000 | 0.400% | ||
>$12,000 - $15,000 | 0.390% | ||
>$15,000 - $24,000 | 0.380% | ||
>$24,000 - $50,000 | 0.360% | ||
>$50,000 | 0.340% | ||
Intermediate Municipal Bond Fund | $0 - $500 | 0.480% | 3/1/2016 |
Tax-Exempt Fund | >$500 - $1,000 | 0.475% | 12/1/2015 |
U.S. Social Bond Fund (b) | >$1,000 - $2,000 | 0.445% | 12/1/2015 |
>$2,000 - $3,000 | 0.420% | ||
>$3,000 - $6,000 | 0.385% | ||
>$6,000 - $9,000 | 0.360% | ||
>$9,000 - $10,000 | 0.350% | ||
>$10,000 - $12,000 | 0.340% | ||
>$12,000 - $15,000 | 0.330% | ||
>$15,000 - $24,000 | 0.320% | ||
>$24,000 - $50,000 | 0.300% | ||
>$50,000 | 0.290% | ||
Mid Cap Growth Fund | $0 - $500 | 0.820% | 1/1/2016 |
>$500 - $1,000 | 0.770% | ||
>$1,000 - $1,500 | 0.720% | ||
>$1,500 - $3,000 | 0.670% | ||
>$3,000 - $12,000 | 0.660% | ||
>$12,000 | 0.650% | ||
MM Alternative Strategies Fund (a) | $0 - $500 | 1.100% | 1/1/2016 |
>$500 - $1,000 | 1.050% | ||
>$1,000 - $3,000 | 1.020% | ||
>$3,000 - $6,000 | 0.990% | ||
>$6,000 - $12,000 | 0.960% | ||
> $12,000 | 0.950% | ||
MM Directional Alternative Strategies Fund | All assets | 1.60% | 8/17/2016 |
MM International Equity Strategies Fund | $0 - $500 | 0.870% | 3/7/2018 |
>$500 - $1,000 | 0.820% | ||
>$1,000 - $1,500 | 0.770% | ||
>$1,500 - $3,000 | 0.720% | ||
>$3,000 - $6,000 | 0.700% | ||
>$6,000 - $12,000 | 0.680% | ||
>$12,000 | 0.670% |
Statement of Additional Information – May 1, 2019 | 90 |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
MM Small Cap Equity Strategies Fund (c) | $0 - $500 | 0.870% | 7/1/2017 |
Small Cap Growth Fund I | >$500 - $1,000 | 0.820% | 1/1/2016 |
Small Cap Value Fund I | >$1,000 - $3,000 | 0.770% | 9/1/2015 |
>$3,000 - $12,000 | 0.760% | ||
>$12,000 | 0.750% | ||
Multi-Asset Income Fund | $0 - $500 | 0.660% | 9/1/2015 |
>$500 - $1,000 | 0.625% | ||
>$1,000 - $1,500 | 0.610% | ||
>$1,500 - $3,000 | 0.600% | ||
>$3,000 - $6,000 | 0.570% | ||
>$6,000 - $12,000 | 0.545% | ||
>$12,000 | 0.510% | ||
Real Estate Equity Fund | $0 - $500 | 0.750% | 5/1/2016 |
>$500 - $1,000 | 0.745% | ||
>$1,000 - $1,500 | 0.720% | ||
>$1,500 - $3,000 | 0.670% | ||
>$3,000 | 0.660% | ||
Solutions Aggressive Portfolio | All assets | 0.00% | 8/16/2017 |
Solutions Conservative Portfolio | |||
Strategic Income Fund | $0 - $500 | 0.600% | 3/1/2016 |
>$500 - $1,000 | 0.590% | ||
>$1,000 - $2,000 | 0.575% | ||
>$2,000 - $3,000 | 0.555% | ||
>$3,000 - $6,000 | 0.530% | ||
>$6,000 - $7,500 | 0.505% | ||
>$7,500 - $9,000 | 0.490% | ||
>$9,000 - $10,000 | 0.481% | ||
>$10,000 - $12,000 | 0.469% | ||
>$12,000 - $15,000 | 0.459% | ||
>$15,000 - $20,000 | 0.449% | ||
>$20,000 - $24,000 | 0.433% | ||
>$24,000 - $50,000 | 0.414% | ||
>$50,000 | 0.393% | ||
U.S. Treasury Index Fund (d) | All assets | 0.400% | 9/1/2015 |
Ultra Short Term Bond Fund (e) | All assets | 0.21% | 12/1/2018 |
Statement of Additional Information – May 1, 2019 | 91 |
Asset Category |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Category 1 : Assets invested in affiliated mutual funds, exchange- traded funds and closed-end funds that pay a management services fee (or an investment management services fee, as applicable) to the Investment Manager. | $0 - $500 | 0.060% | 10/1/2015 |
>$500 - $1,000 | 0.055% | ||
>$1,000 - $3,000 | 0.050% | ||
>$3,000 - $12,000 | 0.040% | ||
>$12,000 | 0.030% | ||
Category 2 : Assets invested in exchange-traded funds and mutual funds that are not managed by the Investment Manager or its affiliates. | $0 - $500 | 0.160% | |
>$500 - $1,000 | 0.155% | ||
>$1,000 - $3,000 | 0.150% | ||
>$3,000 - $12,000 | 0.140% | ||
>$12,000 | 0.130% | ||
Category 3 : Securities, instruments and other assets not described above, including without limitation affiliated mutual funds, exchange-traded funds and closed-end funds that do not pay a management services fee (or an investment management services fee, as applicable) to the Investment Manager, third party closed-end funds, derivatives and individual securities. | $0 - $500 | 0.760% | |
>$500 - $1,000 | 0.745% | ||
>$1,000 - $1,500 | 0.730% | ||
>$1,500 - $3,000 | 0.720% | ||
>$3,000 - $6,000 | 0.690% | ||
>$6,000 - $12,000 | 0.665% | ||
>$12,000 | 0.630% |
Management Services Fees | |||
2018 | 2017 | 2016 | |
For Funds with fiscal period ending March 31 | |||
Adaptive Retirement 2020 Fund | $9,712 (a) | N/A | N/A |
Adaptive Retirement 2025 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2030 Fund | 19,631 (a) | N/A | N/A |
Adaptive Retirement 2035 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2040 Fund | 1,987 (a) | N/A | N/A |
Adaptive Retirement 2045 Fund (b) | N/A | N/A | N/A |
Statement of Additional Information – May 1, 2019 | 92 |
Management Services Fees | |||
2018 | 2017 | 2016 | |
Adaptive Retirement 2050 Fund | $1,970 (a) | N/A | N/A |
Adaptive Retirement 2055 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2060 Fund | 1,978 (a) | N/A | N/A |
MM Growth Strategies Fund | 17,359,656 | $15,336,414 | $10,774,541 |
Pacific/Asia Fund | 2,134,750 | 2,101,261 | 1,466,562 |
Select Large Cap Growth Fund | 27,276,189 | 32,224,821 | 27,503,236 |
Solutions Aggressive Portfolio (c) | N/A | N/A | N/A |
Solutions Conservative Portfolio (c) | N/A | N/A | N/A |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 2,235,758 | 2,601,726 | 1,850,973 |
Corporate Income Fund | 6,472,921 | 5,913,133 | 4,120,977 |
MM Directional Alternative Strategies Fund | 14,976,807 | 8,637,630 (d) | N/A |
Multi-Asset Income Fund | 894,672 | 767,760 | 387,936 |
Small Cap Value Fund I | 5,297,823 | 5,104,454 | 4,030,575 |
Total Return Bond Fund | 11,472,735 | 13,987,904 | 10,476,193 |
U.S. Treasury Index Fund | 2,926,477 | 3,182,138 | 1,480,882 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 17,016,235 | 8,000,497 | 2,017,753 |
Alternative Beta Fund | 4,999,782 | 2,938,737 | 1,360,397 |
Dividend Income Fund | 61,556,409 | 54,720,306 | 31,592,477 |
HY Municipal Fund | 4,167,839 | 4,668,440 | 3,193,770 |
For Funds with fiscal period ending July 31 | |||
Large Cap Growth Fund | 24,015,095 | 22,327,952 | 14,487,605 |
OR Intermediate Municipal Bond Fund | 1,936,652 | 2,152,358 | 1,434,255 |
Tax-Exempt Fund | 15,993,714 | 17,289,123 | 11,938,008 |
U.S. Social Bond Fund | 215,813 | 177,410 | 98,416 |
Ultra Short Term Bond Fund | 3,448,775 | 4,331,299 | 2,387,448 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 42,313,765 | 37,000,407 | 18,729,563 |
Contrarian Core Fund | 69,747,238 | 62,449,221 | 32,688,864 |
Disciplined Small Core Fund | 1,553,711 | 2,120,260 | 1,772,071 |
Emerging Markets Fund | 14,851,585 | 13,852,430 | 8,354,982 |
Global Dividend Opportunity Fund | 4,511,286 | 4,563,064 | 3,221,310 |
Global Energy and Natural Resources Fund | 1,797,151 | 1,792,602 | 1,170,361 |
Global Technology Growth Fund | 9,088,664 | 5,448,440 | 2,823,794 |
Greater China Fund | 1,316,857 | 1,044,824 | 727,251 |
Mid Cap Growth Fund | 14,133,865 | 13,635,837 | 9,262,706 |
MM Alternative Strategies Fund | 6,324,434 | 6,656,052 | 5,482,144 |
MM International Equity Strategies Fund | 4,352,066 (e) | N/A | N/A |
MM Small Cap Equity Strategies Fund | 10,337,126 | 8,560,553 | 7,075,706 |
MM Total Return Bond Strategies Fund | 35,541,912 | 30,955,796 | 18,227,573 |
Small Cap Growth Fund I | 4,272,672 | 3,547,326 | 2,314,637 |
Strategic Income Fund | 23,126,723 | 15,719,912 (f) | 10,820,358 |
Statement of Additional Information – May 1, 2019 | 93 |
Management Services Fees | |||
2018 | 2017 | 2016 | |
For Funds with fiscal period ending October 31 | |||
CT Intermediate Municipal Bond Fund | $513,627 | $629,541 | $505,837 |
Intermediate Municipal Bond Fund | 7,952,128 | 9,519,597 | 7,342,461 |
MA Intermediate Municipal Bond Fund | 1,077,291 | 1,209,330 | 933,954 |
NY Intermediate Municipal Bond Fund | 1,044,632 | 1,183,001 | 920,201 |
Strategic CA Municipal Income Fund | 2,389,784 | 2,411,432 | 1,731,638 |
Strategic NY Municipal Income Fund | 982,344 | 1,028,510 | 713,605 |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | 2,389,889 | 3,484,436 | 2,757,449 |
(a) | For the period from October 24, 2017 (commencement of operations) to March 31, 2018. |
(b) | The Fund commenced operations on April 4, 2018, and therefore has no reporting information for periods prior to such date. |
(c) | The Solution Series Funds do not pay a management services fee. |
(d) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(e) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
(f) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2019 | 94 |
Investment Advisory Services Fees | ||||
Fund | ||||
For Funds with fiscal period ending March 31 | 2018 | 2017 | 2016 | |
MM Growth Strategies Fund | N/A | N/A | 4,662,175 | |
Pacific/Asia Fund | N/A | N/A | 772,948 | |
Select Large Cap Growth Fund | N/A | N/A | 14,071,760 | |
For Funds with fiscal period ending April 30 | 2018 | 2017 | 2016 | |
Bond Fund | N/A | N/A | 890,053 | |
Corporate Income Fund | N/A | N/A | 2,057,083 | |
Multi-Asset Income Fund | N/A | N/A | 184,801 | |
Small Cap Value Fund I | N/A | N/A | 2,410,692 | |
Total Return Bond Fund | N/A | N/A | 4,803,822 | |
U.S. Treasury Index Fund | N/A | N/A | 134,417 | |
For Funds with fiscal period ending May 31 | 2018 | 2017 | 2016 | |
Adaptive Risk Allocation Fund | N/A | N/A | 869,670 | |
Alternative Beta Fund | N/A | N/A | 674,446 | |
Dividend Income Fund | N/A | N/A | 15,277,338 | |
HY Municipal Fund | N/A | N/A | 1,326,979 | |
For Funds with fiscal period ending July 31 | 2018 | 2017 | 2016 | |
Large Cap Growth Fund | N/A | N/A | 6,999,213 |
Statement of Additional Information – May 1, 2019 | 95 |
Investment Advisory Services Fees | ||||
Fund | ||||
OR Intermediate Municipal Bond Fund | N/A | N/A | 599,072 | |
Tax-Exempt Fund | N/A | N/A | 5,125,319 | |
U.S. Social Bond Fund | N/A | N/A | 33,567 | |
Ultra Short Term Bond Fund | N/A | N/A | 1,224,265 | |
For Funds with fiscal period ending August 31 | 2018 | 2017 | 2016 | |
Balanced Fund | N/A | N/A | 6,697,690 | |
Contrarian Core Fund | N/A | N/A | 12,844,105 | |
Disciplined Small Core Fund | N/A | N/A | 1,296,456 | |
Emerging Markets Fund | N/A | N/A | 3,910,352 | |
Global Dividend Opportunity Fund | N/A | N/A | 1,654,873 | |
Global Energy and Natural Resources Fund | N/A | N/A | 555,215 | |
Global Technology Growth Fund | N/A | N/A | 1,315,278 | |
Greater China Fund | N/A | N/A | 405,805 | |
Mid Cap Growth Fund | N/A | N/A | 4,700,583 | |
MM Alternative Strategies Fund | N/A | N/A | 2,594,022 | |
MM Small Cap Equity Strategies Fund | N/A | N/A | 3,830,983 | |
MM Total Return Bond Strategies Fund | N/A | N/A | 7,029,420 | |
Small Cap Growth Fund I | N/A | N/A | 1,248,693 | |
Strategic Income Fund | N/A | N/A (a) | 4,071,702 | |
For Funds with fiscal period ending October 31 | 2018 | 2017 | 2016 | |
CT Intermediate Municipal Bond Fund | N/A | N/A | 211,065 | |
Intermediate Municipal Bond Fund | N/A | N/A | 2,934,748 | |
MA Intermediate Municipal Bond Fund | N/A | N/A | 391,155 | |
NY Intermediate Municipal Bond Fund | N/A | N/A | 370,479 | |
Strategic CA Municipal Income Fund | N/A | N/A | 701,751 | |
Strategic NY Municipal Income Fund | N/A | N/A | 256,900 | |
For Funds with fiscal period ending December 31 | 2018 | 2017 | 2016 | |
Real Estate Equity Fund | N/A | N/A | 1,126,073 |
(a) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. |
Statement of Additional Information – May 1, 2019 | 96 |
Statement of Additional Information – May 1, 2019 | 97 |
Fund | Subadviser |
Parent
Company/Other Information |
Fee Schedule |
For Funds with fiscal period ending May 31 | |||
Alternative Beta Fund |
Threadneedle
(since commencement of operations) |
A | 0.45% for all assets |
For Funds with fiscal period ending July 31 | |||
U.S. Social Bond Fund |
Threadneedle
(since commencement of operations) |
A | 0.16% for all assets |
Statement of Additional Information – May 1, 2019 | 98 |
Fund | Subadviser |
Parent
Company/Other Information |
Fee Schedule |
For Funds with fiscal period ending August 31 | |||
MM Alternative Strategies Fund |
AlphaSimplex
(effective May 23, 2018) |
U | 0.60% on the first $500 million declining to 0.50% as assets increase |
AQR
(since commencement of operations) |
C | 0.65% on the first $500 million declining to 0.50% as assets increase (a) | |
Manulife (effective September 13, 2017) | N | 0.35% on the first $20 million declining to 0.25% as assets increase | |
TCW
(effective March 29, 2017) |
E | 0.30% on the first $500 million declining to 0.15% as assets increase | |
Water
Island
(since commencement of operations) |
D | 0.70% on the first $50 million declining to 0.60% as assets increase | |
MM International Equity Strategies Fund |
Arrowstreet
(since commencement of operations) |
O | 0.65% on the first $100 million declining to 0.38% as assets increase |
Baillie
Gifford
(since commencement of operations) |
P | 0.60% on the first $25 million declining to 0.25% as assets increase | |
Causeway
(since commencement of operations) |
Q | 0.40% on the first $500 million declining to 0.35% as assets increase | |
Threadneedle
(since commencement of operations) |
A | 0.336% for all assets | |
MM Small Cap Equity Strategies Fund |
BMO
(b)
(effective May 1, 2017) |
I | 0.30% on the first $200 million, declining to 0.20% as assets increase (a) |
Conestoga
(effective October 1, 2012) |
F | 0.48% on all assets | |
Hotchkis
& Wiley
(effective February 13, 2019) |
G | 0.55% of the first $15 million declining to 0.40% as assets increase | |
JPMIM
(effective December 19, 2018) |
H | 0.55% of the first $50 million declining to 0.40% as assets increase | |
MM Total Return Bond Strategies Fund |
Loomis
Sayles
(effective April 11, 2016) |
B | 0.15% on the first $500 million and 0.08% as assets increase |
PGIM
Fixed Income
(effective May 16, 2016) |
J | 0.20% on the first $300 million declining to 0.09% as assets increase | |
TCW
(since commencement of operations) |
E | 0.18% on the first $500 million declining to 0.05% as assets increase (a) | |
Voya
(effective December 6, 2018) |
R | 0.10% on the first $1 billion declining to 0.09% as assets increase |
(a) | The fee is calculated based on the combined net assets of certain Columbia Funds subject to the subadviser’s investment management. |
Statement of Additional Information – May 1, 2019 | 99 |
Statement of Additional Information – May 1, 2019 | 100 |
(a) | For the period from February 7, 2017 to March 31, 2017. |
(b) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(c) | Prior to November 1, 2018, Analytic Investors, an affiliate of WellsCap served as subadviser to the Fund under a separate subadvisory agreement. |
(d) | For the period from May 23, 2018 to August 31, 2018. |
(e) | For the period from September 13, 2017 to August 31, 2018. |
(f) | For the period from March 29, 2017 to August 31, 2017. |
(g) | For the period from September 1, 2017 to May 22, 2018. |
(h) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
(i) | DGHM served as subadviser to the Fund until February 12, 2019. |
(j) | EAM served as subadviser to the Fund until February 21, 2019. |
(k) | For the period from April 11, 2016 to August 31, 2016. |
(l) | For the period from May 16, 2016 to August 31, 2016. |
Statement of Additional Information – May 1, 2019 | 101 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
For Funds with fiscal year ending March 31 – Information is as of March 31, 2018, unless otherwise noted | |||||||
Adaptive
Retirement 2020 Fund |
Joshua Kutin (d) |
20
RICs
7 PIVs 8 other accounts |
$10.26
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (d) |
8
RICs
1 other account |
$378.24
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2025 Fund |
Joshua Kutin (d) |
21
RICs
1 PIV 8 other accounts |
$10.46
billion
$11.72 million $36.65 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (f) |
9
RICs
1 other account |
$390.94
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2030 Fund |
Joshua Kutin (d) |
20
RICs
7 PIVs 8 other accounts |
$10.25
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (d) |
8
RICs
1 other account |
$373.13
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2035 Fund |
Joshua Kutin (f) |
21
RICs
1 PIV 8 other accounts |
$10.46
billion
$11.72 million $36.65 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (f) |
9
RICs
1 other account |
$390.94
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2040 Fund |
Joshua Kutin (d) |
20
RICs
7 PIVs 8 other accounts |
$10.26
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (d) |
8
RICs
1 other account |
$382.22
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2045 Fund |
Joshua Kutin (f) |
21
RICs
1 PIV 8 other accounts |
$10.46
billion
$11.72 million $36.65 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (f) |
9
RICs
1 other account |
$390.94
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2050 Fund |
Joshua Kutin (d) |
20
RICs
7 PIVs 8 other accounts |
$10.26
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (d) |
8
RICs
1 other account |
$382.25
million
$0.01 million |
None | None |
Statement of Additional Information – May 1, 2019 | 102 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
Adaptive
Retirement 2055 Fund |
Joshua Kutin (f) |
21
RICs
1 PIV 8 other accounts |
$10.46
billion
$11.72 million $36.65 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (f) |
9
RICs
1 other account |
$390.94
million
$0.01 million |
None | None | |||
Adaptive
Retirement 2060 Fund |
Joshua Kutin (d) |
20
RICs
7 PIVs 8 other accounts |
$10.26
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (d) |
8
RICs
1 other account |
$382.25
million
$0.01 million |
None | None | |||
MM
Growth
Strategies Fund |
Columbia
Management:
Thomas Galvin |
6 RICs 2 PIVs 1,305 other accounts |
$4.89 billion $553.26 million $3.98 billion |
3 other accounts ($0.76 B) |
None |
Columbia Management |
Columbia Management |
Richard Carter |
6
RICs
2 PIVs 1,306 other accounts |
$4.89
billion
$553.26 million $3.96 billion |
3
other
accounts ($0.76 B) |
None | |||
Todd Herget |
6
RICs
2 PIVs 1,309 other accounts |
$4.89
billion
$553.26 million $3.96 billion |
3
other
accounts ($0.76 B) |
None | |||
Loomis
Sayles:
Aziz Hamzaogullari |
18 RICs 11 PIVs 114 other accounts |
$21.89 billion $4.62 billion $17.74 billion |
2 PIVs ($749.00 M) |
None |
Loomis Sayles |
Loomis Sayles |
|
Los
Angeles Capital:
Thomas Stevens |
13 RICs 14 PIVs 41 other accounts |
$6.98 billion $7.13 billion $14.54 billion |
1 RIC ($3.38 B) 4 PIVs ($4.15 B) 5 other accounts ($7.70 B) |
None |
Los Angeles Capital |
Los Angeles Capital |
|
Hal Reynolds |
13
RICs
14 PIVs 41 other accounts |
$6.98
billion
$7.13 billion $14.54 billion |
1
RIC
($3.38 B) 4 PIVs ($4.15 B) 5 other accounts ($7.70 B) |
None | |||
Daniel Allen |
9
RICs
14 PIVs 41 other accounts |
$2.94
billion
$17.13 billion $14.54 billion |
4
PIVs
($4.15 B) 5 other accounts ($7.70 B) |
None | |||
Daniel Arche |
1
RIC
5 PIVs 14 other accounts |
$1.62
billion
$4.39 billion $2.15 billion |
2
PIVs
($3.43 B) |
None |
Statement of Additional Information – May 1, 2019 | 103 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
Pacific/Asia
Fund |
Jasmine
(Weili)
Huang (l) |
4
RICs
2 PIVs 12 other accounts |
$2.45
billion
$676.27 million $733.55 million |
None |
$10,001
–
$50,000 (b) |
Columbia Management | Columbia Management |
Daisuke Nomoto |
3
RICs
2 PIVs 3 other accounts |
$1.33
billion
$1.10 billion $1.13 million |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
Christine Seng |
1
RIC
1 PIV 1 other account |
$39.14
million
$191.00 million $22.17 million |
None | None (c) | Threadneedle | Threadneedle | |
Select
Large
Cap Growth Fund |
Thomas Galvin |
6
RICs
2 PIVs 1,305 other accounts |
$1.64
billion
$553.26 million $3.98 billion |
3
other
accounts ($0.76 B) |
Over
$1,000,000 (a) $100,001 – $500,000 (b) |
Columbia Management | Columbia Management |
Richard Carter |
6
RICs
2 PIVs 1,306 other accounts |
$1.64
billion
$553.26 million $3.96 billion |
3
other
accounts ($0.76 B) |
$10,001
–
$50,000 (a) $100,001 – $500,000 (b) |
|||
Todd Herget |
6
RICs
2 PIVs 1,309 other accounts |
$1.64
billion
$553.26 million $3.96 billion |
3
other
accounts ($0.76 B) |
$100,001
–
$500,000 (b) |
|||
Solutions
Aggressive Portfolio |
Joshua Kutin (e) |
20
RICs
7 PIVs 8 other accounts |
$10.25
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (e) |
8
RICs
1 other account |
$376.70
million
$0.01 million |
None | None | |||
Solutions
Conservative Portfolio |
Joshua Kutin (e) |
20
RICs
7 PIVs 8 other accounts |
$10.25
billion
$11.81 million $36.84 million |
None | None | Columbia Management | Columbia Management |
Alexander Wilkinson (e) |
8
RICs
1 other account |
$375.32
million
$0.01 million |
None | None | |||
For Funds with fiscal year ending April 30 – Information is as of April 30, 2018, unless otherwise noted | |||||||
Bond Fund | Gene Tannuzzo |
9
RICs
1 PIV 74 other accounts |
$12.74
billion
$62.56 million $2.05 billion |
None | None | Columbia Management | Columbia Management |
Jason Callan |
10
RICs
3 PIVs 4 other accounts |
$14.55
billion
$118.53 million $1.67 million |
None | None | |||
Corporate
Income Fund |
Tom Murphy |
12
RICs
22 PIVs 34 other accounts |
$3.16
billion
$15.48 billion $5.06 billion |
None | None | Columbia Management | Columbia Management |
Tim Doubek (n) |
11
RICs
33 other accounts |
$3.11
billion
$4.78 billion |
None |
$10,001
–
$50,000 (b) |
Statement of Additional Information – May 1, 2019 | 104 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Directional
Alternative Strategies Fund |
Boston
Partners:
Joseph Feeney |
4 RICs 5 PIVs 34 other accounts |
$862.83 million $4.42 billion $11.11 billion |
None |
None |
Boston Partners |
Boston Partners |
Eric Connerly |
1
other
account |
$6.94 billion | None | None | |||
AQR:
Michele Aghassi |
21 RICs 19 PIVs 18 other accounts |
$13.93 billion $12.21 billion $5.80 billion |
16 PIVs ($9.25 B) 6 other accounts ($2.32 B) |
None |
AQR |
AQR |
|
Andrea Frazzini |
39
RICs
29 PIVs 40 other accounts |
$26.16
billion
$19.78 billion $20.68 billion |
26
PIVs
($16.81 B) 12 other accounts ($3.10 B) |
None | |||
Jacques Friedman |
48
RICs
44 PIVs 118 other accounts |
$35.51
billion
$25.01 billion $66.61 billion |
39
PIVs
($21.97 B) 38 other accounts ($19.03 B) |
None | |||
WellsCap:
Harindra de Silva |
20 RICs 22 PIVs 27 other accounts |
$8.71 billion $6.49 billion $7.04 billion |
4 PIVs ($475.40 M) 2 other accounts ($313.40 M) |
None |
WellsCap |
WellsCap |
|
Dennis Bein |
17
RICs
21 PIVs 26 other accounts |
$7.54
billion
$6.48 billion $6.63 billion |
4
PIVs
($475.40 M) 2 other accounts ($313.40 M) |
None | |||
David Krider |
6
RICs
14 PIVs 10 other accounts |
$2.92
billion
$3.67 billion $2.36 billion |
3
PIVs
($68.10 M) 1 other account ($30.00 M) |
None | |||
Multi–Asset
Income Fund |
Anwiti Bahuguna |
22
RICs
19 PIVs 17 other accounts |
$69.70
billion
$2.89 billion $98.31 million |
None |
$10,001
–
$50,000 (b) |
Columbia Management | Columbia Management |
Dan Boncarosky |
8
RICs
8 other accounts |
$6.01
billion
$2.15 million |
None |
$1
–
$10,000 (b) |
|||
Joshua Kutin |
24
RICs
7 PIVs 8 other accounts |
$10.17
billion
$11.83 million $36.13 million |
None | None | |||
Small
Cap
Value Fund I |
Jeremy Javidi |
1
RIC
1 PIV 10 other accounts |
$364.85
million
$163.32 million $46.43 million |
None |
$500,001
–
$1,000,000 (a) $10,001 – $50,000 (b) |
Columbia Management | Columbia Management |
Statement of Additional Information – May 1, 2019 | 105 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
Total
Return
Bond Fund |
Gene Tannuzzo |
9
RICs
1 PIV 74 other accounts |
$11.05
billion
$62.56 million $2.05 billion |
None |
$50,001
–
$100,000 (a) |
Columbia Management | Columbia Management |
Jason Callan |
10
RICs
3 PIVs 4 other accounts |
$12.86
billion
$118.53 million $1.67 million |
None | None | |||
U.S.
Treasury
Index Fund |
Alan Erickson |
1
RIC
46 other accounts |
$3.72
million
$2.87 billion |
None |
$10,001
–
$50,000 (b) |
Columbia Management | Columbia Management |
For Funds with fiscal year ending May 31 – Information is as of May 31, 2018, unless otherwise noted | |||||||
Adaptive
Risk
Allocation Fund |
Alexander Wilkinson |
14
RICs
7 PIVs 1 other account |
$3.44
billion
$2.23 million $0.09 million |
None | None |
Columbia
Management; Columbia Management – FoF |
Columbia Management |
Joshua Kutin |
44
RICs
7 PIVs 8 other accounts |
$69.25
billion
$11.90 million $33.49 million |
None |
$100,001
–
$500,000 (b) |
|||
Alternative
Beta Fund |
Marc Khalamayzer |
7
RICs
3 other accounts |
$55.89
million
$32.78 million |
None |
$1
–
$10,000 (b) |
Columbia Management | Columbia Management |
Joshua Kutin |
44
RICs
7 PIVs 8 other accounts |
$68.54
billion
$11.90 million $33.49 million |
None |
$100,001
–
$500,000 (b) |
|||
Dividend
Income
Fund |
Michael Barclay |
2
RICs
1 PIV 72 other accounts |
$970.97
million
$14.66 million $1.42 billion |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
Columbia Management | Columbia Management |
Scott Davis |
2
RICs
1 PIV 76 other accounts |
$970.97
million
$14.66 million $1.42 billion |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
Peter Santoro |
7
RICs
1 PIV 57 other accounts |
$3.05
billion
$14.66 million $1.92 billion |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
|||
HY
Municipal
Fund |
Douglas White (i) |
11
other
accounts |
$7.90 million | None | None | Columbia Management | Columbia Management |
Catherine Stienstra |
6
RICs
2 PIVs 3 other accounts |
$7.36
billion
$1.73 billion $1.09 million |
None |
$100,001
–
$500,000 (a) $10,001 – $50,000 (b) |
|||
For Funds with fiscal year ending July 31– Information is as of July 31, 2018, unless otherwise noted | |||||||
Large
Cap
Growth Fund |
John Wilson |
2
RICs
10 other accounts |
$3.61
billion
$338.01 million |
None |
Over
$1,000,000 (a) $10,001 – $50,000 (b) |
Columbia Management | Columbia Management |
Tchintcia Barros |
2
RICs
7 other accounts |
$3.61
billion
$321.24 million |
None |
$10,001
–
$50,000 (b) |
Statement of Additional Information – May 1, 2019 | 106 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
OR
Intermediate Municipal Bond Fund |
Paul Fuchs |
10
RICs
7 other accounts |
$3.11
billion
$53.34 million |
None | None | Columbia Management | Columbia Management |
Deborah Vargo |
10
RICs
127 other accounts |
$3.11
billion
$1.78 million |
None | None | |||
Tax–Exempt
Fund |
Kimberly Campbell |
18
other
accounts |
$20.20
million
|
2
other
accounts ($17.74 M) |
$100,001
–
$500,000 (a) $50,001 – $100,000 (b) |
Columbia Management | Columbia Management |
Catherine Stienstra |
6
RICs
2 PIVs 3 other accounts |
$4.58
billion
$1.74 billion $1.11 million |
None | None | |||
U.S.
Social
Bond Fund |
Kimberly Campbell (i) |
1
RIC
18 other accounts |
$3.44
billion
$19.84 million |
2
other
accounts ($17.56 M) |
None | Columbia Management | Columbia Management |
Tom Murphy |
12
RICs
22 PIVs 34 other accounts |
$4.32
billion
$16.04 billion $4.96 billion |
None | None | |||
Malcolm (Mac) Ryerse (j) |
5
other
accounts |
$1.61 million | None |
$10,001
–
$50,000 (a)(j) |
|||
Ultra
Short
Term Bond Fund |
Ronald Stahl |
3
RICs
13 PIVs 47 other accounts |
$4.01
billion
$1.95 billion $4.40 billion |
None | None | Columbia Management | Columbia Management |
Greg Liechty |
3
RICs
13 PIVs 45 other accounts |
$4.01
billion
$1.95 billion $4.30 billion |
None | None | |||
For Funds with fiscal year ending August 31 – Information is as of August 31, 2018, unless otherwise noted | |||||||
Balanced Fund | Guy Pope |
9
RICs
8 PIVs 141 other accounts |
$14.59
billion
$1.79 billion $4.66 billion |
None |
$100,001
–
$500,000 (a) $500,001 – $1,000,000 (b) |
Columbia Management | Columbia Management |
Jason Callan |
12
RICs
4 PIVs 4 other accounts |
$16.36
billion
$168.41 million $1.72 million |
None | None | |||
Gregory Liechty |
3
RICs
13 PIVs 45 other accounts |
$2.61
billion
$1.93 billion $4.29 billion |
None |
$100,001
–
$500,000 (a) $10,001 – $50,000 (b) |
|||
Ronald Stahl |
3
RICs
13 PIVs 45 other accounts |
$2.61
billion
$1.93 billion $4.39 billion |
None |
$100,001
–
$500,000 (a) $10,001 – $50,000 (b) |
|||
Contrarian
Core Fund |
Guy Pope |
9
RICs
8 PIVs 141 other accounts |
$7.62
billion
$1.79 billion $4.66 billion |
None |
Over
$1,000,000 (a) $500,001 – $1,000,000 (b) |
Columbia Management | Columbia Management |
Statement of Additional Information – May 1, 2019 | 107 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
Disciplined
Small Core Fund |
Brian Condon |
22
RICs
3 PIVs 69 other accounts |
$14.78
billion
$132.28 million $7.89 billion |
None |
$50,001
–
$100,000 (a) $100,001 – $500,000 (b) |
Columbia Management | Columbia Management |
Peter Albanese |
16
RICs
3 PIVs 67 other accounts |
$14.72
billion
$132.28 million $7.89 billion |
None |
$10,001
–
$50,000 (b) |
|||
Emerging
Markets Fund |
Robert Cameron |
2
RICs
2 PIVs 11 other accounts |
$525.94
million
$584.46 million $1.02 billion |
None |
$100,001
–
$500,000 (b) |
Columbia Management | Columbia Management |
Jasmine
(Weili)
Huang (l) |
4
RICs
2 PIVs 12 other accounts |
$858.44
million
$584.46 million $1.01 billion |
None | None | |||
Dara White |
2
RICs
2 PIVs 8 other accounts |
$525.94
million
$584.46 million $1.02 billion |
None |
Over
$1,000,000 (a) $100,001 – $500,000 (b) |
|||
Young Kim |
2
RICs
2 PIVs 8 other accounts |
$525.94
million
$584.46 million $1.01 billion |
None |
$10,001
–
$50,000 (a) $50,001 – $100,000 (b) |
|||
Perry Vickery |
2
RICs
2 PIVs 11 other accounts |
$525.94
million
$584.46 million $1.02 billion |
None |
$100,001
–
$500,000 (a) $50,001 – $100,000 (b) |
|||
Global
Dividend Opportunity Fund |
Jonathan Crown (c) |
1
PIV
2 other accounts |
$2.16
billion
$2.40 billion |
None | None | Threadneedle | Threadneedle |
Georgina Hellyer |
1
PIV
1 other account |
$2.16
billion
$2.40 billion |
None | None (c) | |||
Global
Energy
and Natural Resources Fund |
Josh Kapp |
5
other
accounts |
$1.73 million | None |
$10,001
–
$50,000 (b) |
Columbia Management | Columbia Management |
Global
Technology Growth Fund |
Rahul Narang |
8
other
accounts |
$156.91 million | None |
$100,001
–
$500,000 (b) |
Columbia Management | Columbia Management |
Greater
China
Fund |
Jasmine
(Weili)
Huang (l) |
4
RICs
2 PIVs 12 other accounts |
$2.09
billion
$584.46 million $1.01 billion |
None |
50,001
–
$100,000 (b) |
Columbia Management | Columbia Management |
Dara White (m) |
3
RICs
2 PIVs 9 other accounts |
$1.61
billion
$556.52 million $989.18 milion |
None |
$100,001
–
$500,000 (b) |
Statement of Additional Information – May 1, 2019 | 108 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
Mid
Cap
Growth Fund |
Matthew Litfin |
5
RICs
8 other accounts |
$7.02
billion
$22.91 million |
None |
$500,000
–
$1,000,000 (a) $100,001 – $500,000 (b) |
Columbia WAM | Columbia WAM |
Erika Maschmeyer |
1
RIC
5 other accounts |
$526.66
million
$16.71 million |
None |
$10,001
–
$50,000 (b) |
|||
John Emerson |
1
RIC
5 other accounts |
$526.66
million
$17.15 million |
None |
$10,001
–
$50,000 (b) |
Statement of Additional Information – May 1, 2019 | 109 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Alternative
Strategies Fund |
AlphaSimplex:
Alexander Healy |
6 RICs 2 PIVs 7 other accounts |
$4.84 billion $433.20 million $928.00 million |
None |
None |
AlphaSimplex |
AlphaSimplex |
Kathryn Kaminski |
2
RICs
2 PIVs 3 other accounts |
$3.15
billion
$433.20 million $887.20 million |
None | None | |||
Philippe Lüdi |
4
RICs
2 PIVs 3 other accounts |
$4.62
billion
$433.20 million $887.20 million |
None | None | |||
John Perry |
2
RICs
2 PIVs 3 other accounts |
$3.15
billion
$433.20 million $887.20 million |
None | None | |||
Robert Rickard |
5
RICs
2 PIVs |
$4.77
billion
$433.20 million |
None | None | |||
Robert Sinnott |
2
RICs
2 PIVs 3 other accounts |
$3.15
billion
$433.20 million $887.20 million |
None | None | |||
AQR:
Clifford Asness |
36 RICs 43 PIVs 72 other accounts |
$24.73 billion $25.65 billion $38.30 billion |
41 PIVs ($23.64 B) 24 other accounts ($10.70 B) |
None |
AQR |
AQR |
|
Brian Hurst |
12
RICs
52 PIVs 22 other accounts |
$14.64
billion
$29.84 billion $13.32 billion |
49
PIVs
($27.30 B) 6 other accounts ($5.41 B) |
None | |||
John Liew |
21
RICs
33 PIVs 31 other accounts |
$17.77
billion
$18.86 billion $16.38 billion |
32
PIVs
($17.27 B) 10 other accounts ($6.33 B) |
None | |||
Yao Hua Ooi |
13
RICs
44 PIVs 3 other accounts |
$14.97
billion
$24.07 billion $1.37 billion |
42
PIVs
($22.81 B) 2 other accounts ($1.09 B) |
None | |||
Ari Levine |
6
RICs
39 PIVs 9 other accounts |
$10.35
billion
$25.26 billion $5.19 billion |
36
PIVs
($21.58 B) 3 other accounts ($1.59 B) |
None |
Statement of Additional Information – May 1, 2019 | 110 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Alternative
Strategies Fund (continued) |
Manulife:
Daniel Janis III |
5 RICs 36 PIVs 16 other accounts |
$11.52 billion $17.68 billion $9.83 billion |
2 other accounts ($6.97 B) |
None |
Manulife |
Manulife |
Christopher Chapman |
4
RICs
34 PIVs 16 other accounts |
$11.23
billion
$17.34 billion $9.83 billion |
2
other
accounts ($6.97 B) |
None | |||
Thomas Goggins |
4
RICs
33 PIVs 16 other accounts |
$11.23
billion
$17.21 billion $9.83 billion |
2
other
accounts ($6.97 B) |
None | |||
Kisoo Park |
4
RICs
35 PIVs 16 other accounts |
$11.23
billion
$17.35 billion $9.83 billion |
2
other
accounts ($6.97 B) |
None | |||
TCW:
Tad Rivelle |
29 RICs 45 PIVs 225 other accounts |
$107.75 billion $12.41 billion $40.02 billion |
23 PIVs ($1.50 B) 7 other accounts ($3.89 B) |
None |
TCW |
TCW |
|
Stephen Kane |
30
RICs
32 PIVs 209 other accounts |
$101.50
billion
$12.46 billion $33.83 billion |
7
PIVs
($1.68 B) 6 other accounts ($3.71 B) |
None | |||
Laird Landmann |
27
RICs
21 PIVs 205 other accounts |
$101.43
billion
$9.20 billion $33.53 billion |
3
PIVs
($494.20 M) 6 other accounts ($3.71 B) |
None | |||
Bryan Whalen |
26
RICs
45 PIVs 224 other accounts |
$107.71
billion
$12.41 billion $39.93 billion |
23
PIVs
($1.50 B) 7 other accounts ($3.89 B) |
None | |||
Water
Island:
Edward Chen |
2 RICs |
$151.00 million |
None |
None |
Water Island |
Water Island |
|
Gregory Loprete | 3 RICs | $587.00 million | None | None | |||
Todd Munn |
3
RICs
1 PIV |
$2.30
billion
$102.00 million |
None | None | |||
Roger P. Foltynowicz |
3
RICs
1 PIV |
$2.30
billion
$102.00 million |
None | None |
Statement of Additional Information – May 1, 2019 | 111 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Intl Equity
Strategies Fund |
Arrowstreet:
Peter Rathjens |
3
RICs
66 PIVs 87 other accounts |
$1.78
billon
$49.33 billion $47.62 billion |
1
RIC
($121.47 M) 23 PIVs ($25.43 B) 11 other accounts ($11.35 B) |
None |
Arrowstreet |
Arrowstreet |
John Capeci |
3
RICs
66 PIVs 87 other accounts |
$1.78
billon
$49.33 billion $47.62 billion |
1
RIC
($121.47 M) 23 PIVs ($25.43 B) 11 other accounts ($11.35 B) |
None | |||
Tuomo Vuolteenaho |
3
RICs
66 PIVs 87 other accounts |
$1.78
billon
$49.33 billion $47.62 billion |
1
RIC
($121.47 M) 23 PIVs ($25.43 B) 11 other accounts ($11.35 B) |
None | |||
Manolis Liodakis |
3
RICs
66 PIVs 87 other accounts |
$1.78
billon
$49.33 billion $47.62 billion |
1
RIC
($121.47 M) 23 PIVs ($25.43 B) 11 other accounts ($11.35 B) |
None | |||
Baillie
Gifford:
Jonathan Bates (g) |
4
RICs
35 other accounts |
$5.39
billion
$15.66 billion |
5
other
accounts ($4.67 B) |
None |
Baillie Gifford |
Baillie Gifford |
|
Donald Farquharson |
4
RICs
1 PIV 41 other accounts |
$5.39
billion
$1.07 billion $21.09 billion |
5
other
accounts ($4.67 B) |
None | |||
Jenny Tabberer |
4
RICs
35 other accounts |
$5.39
billion
$15.66 billion |
5
other
accounts ($4.67 B) |
None | |||
Angus Franklin |
4
RICs
35 other accounts |
$5.39
billion
$15.66 billion |
5
other
accounts ($4.67 B) |
None | |||
Andrew Stobart |
6
RICs
3 PIVs 43 other accounts |
$7.36
billion
$1.16 billion $20.28 billion |
1
PIV
($16.00 M) 5 other accounts ($4.67 B) |
None | |||
Andrew Strathdee (g) |
4
RICs
2 PIVs 39 other accounts |
$5.39
billion
$369.00 million $17.63 billion |
6
other
accounts ($5.14 B) |
None | |||
Tom Walsh (e) |
4
RICs
1 PIV 35 other accounts |
$4.92
billion
$570.00 million $14.22 billion |
5
other
accounts ($4.22 B) |
None |
Statement of Additional Information – May 1, 2019 | 112 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Intl Equity
Strategies Fund (continued) |
Causeway:
Sarah Ketterer |
18
RICs
22 PIVs 148 other accounts |
$17.40
billion
$6.07 billion $26.28 billion |
6
other
accounts ($1.75 B) |
None |
Causeway |
Causeway |
Harry Hartford |
18
RICs
22 PIVs 123 other accounts |
$17.40
billion
$6.07 billion $26.10 billion |
6
other
accounts ($1.75 B) |
None | |||
James Doyle |
18
RICs
22 PIVs 126 other accounts |
$17.40
billion
$6.07 billion $26.10 billion |
6
other
accounts ($1.75 B) |
None | |||
Conor Muldoon |
18
RICs
22 PIVs 128 other accounts |
$17.40
billion
$6.07 billion $26.10 billion |
6
other
accounts ($1.75 B) |
None | |||
Alessandro Valentini |
18
RICs
22 PIVs 122 other accounts |
$17.40
billion
$6.07 billion $26.09 billion |
6
other
accounts ($1.75 B) |
None | |||
Jonathan Eng |
18
RICs
22 PIVs 122 other accounts |
$17.40
billion
$6.07 billion $26.10 billion |
6
other
accounts ($1.75 B) |
None | |||
Foster Corwith |
18
RICs
22 PIVs 122 other accounts |
$17.40
billion
$6.07 billion $26.09 billion |
6
other
accounts ($1.75 B) |
None | |||
Ellen Lee |
18
RICs
22 PIVs 121 other accounts |
$17.40
billion
$6.07 billion $26.09 billion |
6
other
accounts ($1.75 B) |
None | |||
MM
Small Cap
Equity Strategies Fund |
Columbia
Management:
Jarl Ginsberg |
4 RICs 65 other accounts |
$2.88 billion $74.80 million |
None |
None |
Columbia Management | Columbia Management |
Christian Stadlinger |
4
RICs
58 other accounts |
$2.88
billion
$79.84 million |
None | None | |||
Conestoga:
Robert Mitchell |
2 RICs 1 PIV 155 other accounts |
$2.77 billion $65.26 million $1.73 billion |
None |
None |
Conestoga |
Conestoga |
|
Joseph Monahan |
2
RICs
1 PIV 141 other accounts |
$2.77
billion
$65.26 million $1.63 billion |
None | None |
Statement of Additional Information – May 1, 2019 | 113 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Small Cap
Equity Strategies Fund (continued) |
Hotchkis
&
Wiley: Judd Peters (m) |
17
RICs
9 PIVs 59 other accounts |
$14.50
billion
$815.00 million $8.10 billion |
1
RIC
($6.70 B) 1 PIV ($47.50 M) 5 other accounts ($1.30 B) |
None |
Hotchkis & Wiley |
Hotchkis & Wiley |
Ryan Thomes (m) |
17
RICs
9 PIVs 59 other accounts |
$14.50
billion
$815.00 million $8.10 billion |
1
RIC
($6.70 B) 1 PIV ($47.50 M) 5 other accounts ($1.30 B) |
None | |||
BMO:
David Corris |
8 RICs 6 PIVs 141 other accounts |
$1.44 billion $4.83 billion $6.29 billion |
None |
None |
BMO |
BMO |
|
Thomas Lettenberger |
5
RICs
30 other accounts |
$566.41
million
$325.89 million |
None | None | |||
JPMIM:
Eytan Shapiro (k) |
3 RICS 4 PIVs 2 other accounts |
$2.72 billion $1.14 billion $291.00 million |
None |
None |
JPMIM |
JPMIM |
|
Felise Agranoff (k) |
5
RICs
2 other accounts |
$8.72
billion
$21.00 million |
None | None | |||
Greg Tuorto (k) |
2
RICs
1 PIV 2 other accounts |
$2.48
billion
$941.00 million $1.01 billion |
None | None | |||
Matthew Cohen (k) |
2
RICs
1 PIV 1 other account |
$2.48
billion
$2.60 billion $1.27 billion |
1
other
account ($1.27 B) |
None |
Statement of Additional Information – May 1, 2019 | 114 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Total
Return Bond Strategies Fund |
Loomis
Sayles:
Christopher Harms |
6 RICs 6 PIVs 163 other accounts |
$1.88 billion $2.02 billion $14.17 billion |
None |
None |
Loomis Sayles |
Loomis Sayles |
Clifton Rowe |
6
RICs
6 PIVs 171 other accounts |
$1.88
billion
$2.02 billion $15.23 billion |
None | None | |||
Kurt Wagner |
6
RICs
11 PIVs 179 other accounts |
$1.88
billion
$8.69 billion $18.48 billion |
2
other
accounts ($4.65 B) |
None | |||
PGIM:
Michael Collins |
18 RICs 8 PIVs 41 other accounts |
$58.41 billion $13.43 billion $22.86 billion |
None |
None |
PGIM |
PGIM |
|
Robert Tipp |
25
RICS
17 PIVs 94 other accounts |
$45.64
billion
$1.28 billion $25.03 billion |
1
PIV
($0.83 M) |
None | |||
Richard Piccirillo |
40
RICs
24 PIVs 142 other accounts |
$63.21
billion
$17.51 billion $61.98 billion |
None | None | |||
Gregory Peters |
15
RICs
11 PIVs 50 other accounts |
$56.81
billion
$16.08 billion $26.81 billion |
None | None | |||
TCW:
Tad Rivelle |
29 RICs 45 PIVs 225 other accounts |
$105.15 billion $12.41 billion $40.02 billion |
23 PIVs ($1.50 B) 7 other accounts ($3.89 B) |
None |
TCW |
TCW |
|
Stephen Kane |
30
RICs
32 PIVs 209 other accounts |
$98.89
billion
$12.46 billion $33.83 billion |
7
PIVs
($1.68 B) 6 other accounts ($3.71 B) |
None | |||
Laird Landmann |
27
RICs
21 PIVs 205 other accounts |
$98.84
billion
$9.20 billion $33.53 billion |
3
PIVs
($494 M) 6 other accounts ($3.71 B) |
None | |||
Bryan Whalen |
26
RICs
45 PIVs 224 other accounts |
$105.11
billion
$12.41 billion $39.93 billion |
23
PIVs
($1.50 B) 7 other accounts ($3.89 B) |
None |
Statement of Additional Information – May 1, 2019 | 115 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
MM
Total
Return Bond Strategies Fund (continued) |
Voya:
Matthew Toms (h) |
12 RICs 13 PIVs 80 other accounts |
$14.99 billion $5.20 billion $18.96 billion |
1 PIV ($263.00 M) |
None |
Voya |
Voya |
Randall Parish (h) |
8
RICs
5 PIVs 43 other accounts |
$11.12
billion
$3.23 billion $7.02 billion |
1
PIV
($263.00 M) |
None | |||
David Goodson (h) |
7
RICs
6 PIVs 46 other accounts |
$10.57
billion
$7.32 billion $9.66 billion |
None | None | |||
Small
Cap
Growth Fund I |
Daniel Cole |
1
RIC
5 other accounts |
$33.50
million
$4.52 million |
None |
$10,001
–
$50,000 (b) |
Columbia Management | Columbia Management |
Wayne Collette |
1
RIC
1 PIV 6 other accounts |
$33.50
million
$5.49 million $5.84 million |
None |
$10,001
–
$50,000 (b) |
|||
Lawrence Lin |
1
RIC
1 PIV 9 other accounts |
$33.50
million
$5.49 million $2.68 million |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
|||
Strategic
Income Fund |
Jason Callan |
12
RICs
4 PIVs 4 other accounts |
$14.27
billion
$168.41 million $1.72 million |
None | None | Columbia Management | Columbia Management |
Colin Lundgren |
2
RICs
60 other accounts |
$1.41
billion
$1.20 billion |
None |
$500,001
–
$1,000,000 (b) |
|||
Gene Tannuzzo |
9
RICs
1 PIV 71 other accounts |
$8.74
billion
$62.65 million $2.08 billion |
None |
Over
$1,000,000 (a) $100,001 – $500,000 (b) |
|||
For Funds with fiscal year ending October 31 – Information is as of October 31, 2018, unless otherwise noted | |||||||
CT
Intermediate Municipal Bond Fund |
Paul Fuchs |
10
RICs
7 other accounts |
$3.16
billion
$52.45 million |
None | None | Columbia Management | Columbia Management |
Deborah Vargo |
10
RICs
129 other accounts |
$3.16
billion
$1.77 billion |
None | None | |||
Intermediate
Municipal Bond Fund |
Paul Fuchs |
10
RICs
7 other accounts |
$1.79
billion
$52.45 million |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
Columbia Management | Columbia Management |
Deborah Vargo |
10
RICs
129 other accounts |
$1.79
billion
$1.77 billion |
None | None | |||
MA
Intermediate Municipal Bond Fund |
Paul Fuchs |
10
RICs
7 other accounts |
$3.05
billion
$52.45 million |
None |
$10,001
–
$50,000 (a) |
Columbia Management | Columbia Management |
Deborah Vargo |
10
RICs
129 other accounts |
$3.05
billion
$1.77 billion |
None |
$1
–
$10,000 (a) |
Statement of Additional Information – May 1, 2019 | 116 |
Other Accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund | Portfolio Manager |
Number
and Type of Account * |
Approximate
Total Net Assets |
Performance–
Based Accounts ** |
|||
NY
Intermediate Municipal Bond Fund |
Paul Fuchs |
10
RICs
7 other accounts |
$3.06
billion
$52.45 million |
None | None | Columbia Management | Columbia Management |
Deborah Vargo |
10
RICs
129 other accounts |
$3.06
billion
$1.77 billion |
None | None | |||
Strategic
CA
Municipal Income Fund |
Catherine Stienstra |
7
RICs
2 PIVs 3 other accounts |
$7.34
billion
$1.74 billion $1.05 million |
None | None | Columbia Management | Columbia Management |
Anders Myhran |
4
RICs
2 PIVs 4 other accounts |
$1.80
billion
$1.74 billion $154.37 million |
None | None | |||
Douglas White (i) |
11
other
accounts |
$7.90 million | None | None | |||
Strategic
NY
Municipal Income Fund |
Catherine Stienstra |
7
RICs
2 PIVs 3 other accounts |
$7.65
billion
$1.74 billion $1.05 million |
None | None | Columbia Management | Columbia Management |
Anders Myhran |
4
RICs
2 PIVs 4 other accounts |
$2.11
billion
$1.74 billion $154.37 million |
None | None | |||
Douglas White (i) |
11
other
accounts |
$7.90 million | None | None | |||
For Funds with fiscal year ending December 31 – Information is as of December 31, 2018, unless otherwise noted | |||||||
Real
Estate
Equity Fund |
Arthur Hurley |
2
RICs
10 other accounts |
$197.04
million
$1.84 million |
None |
$1
–
$10,000 (a) $1- $10,000 (b) |
Columbia Management | Columbia Management |
* | RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. |
** | Number and type of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts. |
(a) | Excludes any notional investments. |
(b) | Notional investments through a deferred compensation account. |
(c) | The Fund is available for sale only in the U.S. The portfolio manager does not reside in the U.S. and therefore does not hold any shares of the Fund. |
(d) | The portfolio manager began managing the Fund on October 24, 2017 (commencement of operations). |
(e) | The portfolio manager began managing the Fund after its last fiscal year end. |
Statement of Additional Information – May 1, 2019 | 117 |
AlphaSimplex : AlphaSimplex and its investment personnel provide investment management services to multiple portfolios for multiple clients. AlphaSimplex may purchase or sell securities for one client portfolio and not another client portfolio, and the performance of securities purchased for one portfolio may vary from the performance of securities purchased for other portfolios. In addition, client account structures may have fee structures, such as performance-based fees, that differ. The firm has adopted and implemented a Statement of Policy and Procedures Regarding Allocation Among Investment Advisory Clients intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. AlphaSimplex reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts is also regularly compared to determine whether there are any unexplained significant discrepancies. Finally, AlphaSimplex has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts. The implementation of these procedures is monitored by AlphaSimplex’s Chief Compliance Officer. |
In addition, AlphaSimplex is aware of the potential for a conflict of interest in cases where AlphaSimplex, a related person or any of their employees, buys or sells securities recommended by AlphaSimplex to the clients. AlphaSimplex, in recognition of its fiduciary obligations to its clients and its desire to maintain its high ethical standards, has adopted a Code of Ethics containing provisions designed to prevent improper personal trading, identify conflicts of interest and provide a means to resolve any actual or potential conflict in favor of the client. AlphaSimplex requires all employees to obtain preclearance of personal securities transactions (other than certain exempted transactions as set forth in the Code of Ethics). |
AQR: Each of the portfolio managers is also responsible for managing other accounts in addition to the Funds, including other accounts of AQR, or its affiliates. Other accounts may include, without limitation, separately managed accounts for foundations, endowments, pension plans, and high net-worth families; registered investment companies; unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”); foreign investment companies; and may also include accounts or investments managed or made by the portfolio managers in a personal or other capacity (“Proprietary Accounts”). Management of other accounts in addition to the Funds can present certain conflicts of interest, as described below. From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Funds, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Funds, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of the Funds' trades. A potential conflict of interest exists where portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Funds. |
A number of potential conflicts of interest may arise as a result of AQR’s or the portfolio manager’s management of a number of accounts (including Proprietary Accounts) with similar investment strategies. Often, an investment opportunity may be suitable for both the Funds and other accounts, but may not be available in sufficient quantities for both the Funds and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Funds and another account. In addition, different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for portfolios with a similar investment strategy. AQR will not necessarily purchase or sell the same instruments at the same time or in the same direction (particularly if different accounts have different strategies), or in the same proportionate amounts for all eligible accounts (particularly if different accounts have materially different amounts of capital under management, different amounts of investable cash available, different investment restrictions, or different risk tolerances). As a result, although AQR manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same instruments, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account. AQR may, from time to time, implement new trading strategies or participate in new trading strategies for some but not all accounts, including the Funds. Strategies may not be implemented in the same manner among accounts where they are employed, even if the strategy is consistent with the objectives of such accounts. |
Whenever decisions are made to buy or sell investments by the Funds and one or more other accounts (including Proprietary Accounts) simultaneously, AQR or the portfolio manager may aggregate the purchases and sales of the investments and will allocate the transactions in a manner that it believes to be equitable under the circumstances. To this end, AQR has adopted policies and procedures that are intended to ensure that investment opportunities are allocated equitably among accounts over time. As a result of the allocations, there may be instances where the Funds will not participate in a transaction that is allocated among other accounts or the Funds may not be allocated the full amount of the investments sought to be traded. |
Statement of Additional Information – May 1, 2019 | 118 |
AQR and the Funds' portfolio managers may also face a conflict of interest where some accounts pay higher fees to AQR than others, as they may have an incentive to favor accounts with the potential for greater fees. For instance, the entitlement to a performance fee in managing one or more accounts may create an incentive for AQR to take risks in managing assets that it would not otherwise take in the absence of such arrangements. Additionally, since performance fees reward AQR for performance in accounts which are subject to such fees, AQR may have an incentive to favor these accounts over those that have only fixed asset-based fees, such as the Funds, with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities. |
AQR has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address potential conflicts of interest that may arise in connection with the management of the Funds and other accounts and that are designed to ensure that all client accounts are treated fairly and equitably over time. |
Arrowstreet: Arrowstreet offers institutional investors a select range of equity investment strategies: long-only, alpha extension and long/short. |
Arrowstreet’s investment strategies are managed by a cohesive investment team. Individual strategies are not managed by individual investment professionals but rather all strategies are managed by the same team of investment professionals. This team approach to trading is designed to ensure that all research ideas and opinions are shared at the same time among all accounts without systematically favoring any one account over another. Arrowstreet manages a large number of client accounts and, as a result, potential conflicts of interest may arise from time to time. As a result, Arrowstreet has established a number of policies and procedures designed to mitigate and/or eliminate potential conflicts. Arrowstreet has established policies and procedures with respect to trade execution, aggregation and allocation. In addition, Arrowstreet maintains a comprehensive code of ethics addressing potential conflicts that could arise between Arrowstreet and its employees and its clients. |
Arrowstreet believes that its policies and procedures are reasonably designed to address potential conflicts of interest. |
Baillie Gifford : In addition to managing the Funds, individual portfolio managers are commonly responsible for managing other registered investment companies, other pooled investment vehicles and/or other accounts. These other accounts may have similar investment strategies to the Funds. Potential conflicts between the portfolio management of the Funds and the portfolio manager’s other accounts are managed by the Manager using allocation policies and procedures, and internal review processes. The Manager has developed trade allocation systems and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities. |
BMO: A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may have different investment guidelines and objectives. In addition to the Fund, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts, and collective trust accounts. An investment opportunity may be suitable for a Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible to be held, sold or purchased by the Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including a Fund. |
To address and manage these potential conflicts of interest, BMO has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices, and oversight by investment management, and/or compliance departments. |
Boston Partners: Boston Partners owes its clients a duty of loyalty and monitors situations in which the interests of its advisory clients may be in conflict with its own interests. Boston Partners identifies business practices that may cause a conflict of interest between it and its clients, discloses such conflicts of interest to clients and develops reasonable procedures to mitigate such conflicts. |
Boston Partners has identified the following potential conflicts of interest and the measures it uses to address these matters: |
Statement of Additional Information – May 1, 2019 | 119 |
Equitable
Treatment of Accounts
Boston Partners recognizes that potential conflicts may arise from the side-by-side management of registered investment companies and “investment accounts,” which include privately offered funds and separately managed accounts of individuals and institutional investors. Where Boston Partners’ separately managed accounts are charged performance fees, portfolio managers may be inclined to take investment risks that are outside the scope of such client’s investment objectives and strategy. In addition, since Boston Partners’ private investment funds charge performance fees and share those fees with portfolio managers, such portfolio managers may also be inclined to take additional investment risks. Boston Partners maintains a Trade Allocation and Aggregation Policy as well as a Simultaneous Management Policy to ensure that client accounts are treated equitably. The Compliance Department (“CD”) reviews allocations and dispersion regularly, and accounts within the same strategy are precluded from simultaneously holding a security long and short. There are certain circumstances that would permit a long/short portfolio to take a contra position in a security that is held in another strategy. This happens very infrequently and the contra position is generally not related to the fundamental views of the security (i.e. – initiating a long position in a security at year-end to take advantage of tax-loss selling as a short term investment, or initiating a position based solely on its relative weight in the benchmark to manage investment risk). However in certain situations, the investment constraints of a strategy, including but not limited to country, region, industry or benchmark, may result in a different investment thesis for the same security. Each situation is fully vetted and approved by the firm’s Chief Investment Officer or his designee. Risk Management performs periodic reviews to ensure the product complies with the investment strategy and defined risk parameters. |
Furthermore, since Boston Partners charges a performance fee on certain accounts, and in particular these accounts may receive “new issues” allocations, Boston Partners has a conflict of interest in allocating new issues to these accounts. Boston Partners maintains an IPO Allocation Policy and the CD assists in, and/or reviews, the allocation of new issues to ensure that IPOS are being allocated among all eligible accounts in an equitable manner. |
Utilizing
Brokerage to Advantage Boston Partners
Boston Partners does not place trades through affiliated brokers. Securities trades are executed through brokerage firms with which Boston Partners maintains other advantageous relationships, such as soft dollars. In these cases, the broker may expect commission business in return. Boston Partners has established a Trade Management Oversight Committee to evaluate brokerage services and to review commissions paid to brokers. In addition, Boston Partners maintains a Best Execution Policy and a Soft Dollar Policy to assist in its monitoring efforts. Boston Partners also identifies affiliates of the investment companies for which it acts as investment adviser or sub adviser to ensure it is trading in accordance with applicable rules and regulations. |
Directed
Brokerage
Boston Partners faces an inherent conflict since it is in a position to direct client transactions to a broker or dealer in exchange for distribution capacity. Boston Partners maintains policies which prohibit its traders from considering a broker-dealer’s distribution capacity for promoting or selling Boston Partners’ separate account services, mutual funds, or proprietary funds (collectively “Boston Partners’ Services”) during the broker selection process. Nor will Boston Partners compensate any broker either directly or indirectly by directing brokerage transactions to that broker for consideration in selling Boston Partners’ Services. |
Mixed Use
Allocations and Use of Soft Dollars to Benefit Adviser
Soft dollar services which have a “mixed use” allocation present a conflict of interest when determining the allocation between those services that primarily benefit Boston Partners’ clients and those that primarily benefit Boston Partners. In addition, a conflict of interest exists when Boston Partners uses soft dollars to pay expenses that would normally be paid by Boston Partners. Boston Partners has developed soft dollar policies which require it to make a good faith allocation of “mixed use” services and to document its analysis. In addition, the CD reviews all requests for soft dollars to ensure inclusion under the safe harbor of Section 28 (e) of the Exchange Act. |
Trade Errors
A conflict arises when an investment adviser requests a broker/dealer to absorb the cost of a trade error in return for increased trading and/or commissions. Boston Partners prohibits correcting a trade error for any quid pro quo with a broker and has procedures for the proper correction of trade errors. |
Principal
Transactions
A principal transaction occurs when an investment adviser, acting for the account of itself or an affiliate buys a security from, or sells a security to a client. An inherent conflict of interest exists since an adviser has an opportunity to transfer unwanted securities from its account to a client's account, sell securities to a client’s account at prices above the market, or transfer more favorably priced securities from a client account to its account. Boston Partners generally does not permit the selling of a security from one client account and the purchasing of the same security in another client account if Boston |
Statement of Additional Information – May 1, 2019 | 120 |
Partners has a principal interest in one of the accounts at the time of the transaction. Additionally, Boston Partners requires that clients give consent by signing subscription agreements to purchase a pooled investment vehicle in which Boston Partners or a related entity has an interest. |
Cross Trades
Cross transactions between clients create an inherent conflict of interest because Boston Partners has a duty to obtain the most favorable price for both the selling client and the purchasing client. Boston Partners generally does not engage in cross trading, however Boston Partners has procedures to ensure that any cross trade is in the best interests of all clients. |
Affiliated
Investments
Potential conflicts exist if Boston Partners directs client investments into affiliated vehicles in order to increase the size of these vehicles and thereby increase its compensation by (a) lowering overall expenses of the vehicle, some of which Boston Partners may have responsibility for; (b) permitting greater marketing of the vehicle which will generate greater fee revenue for Boston Partners; or (c) allowing Boston Partners or an affiliate to redeem its investment capital in such vehicle. To mitigate any detriment to the client, Boston Partners has product suitability procedures and will obtain a client’s consent prior to investing client assets in an affiliated vehicle. |
Proprietary
Trading Opportunities
Employees are in a position to take investment opportunities for themselves or Boston Partners before such opportunities are executed on behalf of clients. Employees have a duty to advance Boston Partners’ client interests before Boston Partners interests or their personal interests. Boston Partners must assure that employees do not favor their own or Boston Partners’ accounts. The Code of Ethics (“the Code”) includes procedures on ethical conduct and personal trading, including preclearance and blackout procedures, to which all employees are subject. |
Insider
Trading/Non-Public Information
Employees are in a position to learn material nonpublic information. Such employees are in a position to trade in their personal accounts on such information, to the potential disadvantage of client accounts. The Code addresses insider trading including permissible activities. Employees certify, at least annually, that they are in compliance with the Code. |
Boston Partners periodically discusses securities which may be held in client accounts with external investment professionals when sourcing and analyzing investment ideas. These discussions may include but are not limited to economic factors, market outlook, sector and industry views, and general and/or specific information regarding securities. Discussion of specific securities creates a conflict which could disadvantage Boston Partners’ clients if the external parties were to act upon this information, including but not limited to front-running and scalping either particular securities or numerous securities in a similar sector to the extent such information is known about Boston Partners’ holdings. Boston Partners has policies prohibiting discussion of client investments for non-business purposes and has outlined permissible activities as well as certain other prohibitions when sourcing investment ideas for business purposes. |
Value-Added
Investors
A senior executive from a public company or a private company that is a hedge fund, broker-dealer, investment adviser, or investment bank, (collectively “VAIs”), may invest in Boston Partners’ private funds. A conflict exists if Boston Partners invests in companies affiliated with a VAI or if a VAI who works at a private company provide material non-public information to Boston Partners or vice versa. Both of these conflicts raise issues with respect to information sharing. Boston Partners has procedures to: i) identify these individuals through its annual outside businesses questionnaire, its annual compliance questionnaire, review of new account start-up documents, and its 5130 and 5131 questionnaires, and ii) monitor conflicts these persons present through its pre-trade compliance system and/or email surveillance. |
Selective
Disclosure
Selective disclosure occurs when material information is given to a single investor, or a limited group of investors, and not to all investors at the same time. This practice may allow one set of investors to profit on undisclosed information prior to giving others the same opportunity. In order to prevent this conflict of interest, Boston Partners has procedures regarding the dissemination of account holdings. |
Valuation of
Client Accounts
Because Boston Partners calculates its own advisory fees, it has an incentive to over-value such accounts to either increase the fees payable by the client, or to conceal poor performance for an incentive fee. Boston Partners has several safeguards in place to mitigate this conflict. Boston Partners has a policy for the valuation of securities. Boston Partners’ Operations Department (“Operations”) reconciles cash, assets, and prices for all client accounts with the client’s custodian bank’s records on a monthly basis. Finally, as part of Boston Partners annual financial review, external auditors review a sample of client fee invoices. |
Representing
Clients
At times, clients may request Boston Partners represent their interests in class action litigation, bankruptcies or other |
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matters. Boston Partners’ expertise lies in investment management and has an inherent conflict of interest if cast in any other role. When possible, Boston Partners’ investment management agreements include provisions that Boston Partners will not act on behalf of the client in class actions, bankruptcies or matters of litigation. |
Outside Business
Activities
An employee’s outside business activities may conflict with the employee’s duties to Boston Partners and its clients. Boston Partners requires all employees to disclose any outside employment to the CD, who, in conjunction with the employee’s supervisor and the Director of HR, will identify any potential conflicts. In the event that a resolution to the conflict cannot be reached, the employee may be asked to terminate either his outside employment or his position with Boston Partners. |
Business Gifts and
Entertainment
Boston Partners employees periodically give or receive gifts from clients. Boston Partners employees host clients or receive entertainment provided by a client. Such gifts or entertainment may be considered efforts to gain unfair advantage. Boston Partners maintains a gifts and entertainment policy and has developed a “Q&A” guide for employees regarding certain types of gifts and entertainment. Generally, employees are not permitted to give or receive gifts of more than $100 in value, per person, per year. Entertainment that is normal or customary in the industry is considered appropriate. Employees should consult the CD if they are unsure about a particular gift or value of entertainment. |
Illegal or
Unethical Behavior
Unethical or illegal conduct by employees damages Boston Partners’ ability to meet its fiduciary duties to clients. Employees are required to report to management any actual or suspected illegal or unethical conduct on the part of other employees of which they become aware or any situations in which they are concerned about the “best course of action.” In addition, employees are required to certify annually that they are in compliance with this Manual. Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of this Manual. Disciplinary sanctions may be imposed on any employee committing a violation of this Manual. |
Proxy Voting
Boston Partners’ proxy voting authority for its clients, puts it in a position where its interests may conflict with the best interests of its clients when determining how to vote. Boston Partners has a proxy voting policy and has engaged an outside vendor to execute proxies according to this policy. Boston Partners has a procedure to handle conflicts of interest which may arise in voting client securities. |
Consulting
Relationships
Boston Partners may purchase software, educational programs and peer group information from consulting firms that represent Boston Partners clients. Due to the lack of payment transparency, these relationships could give rise to improper activity on the part of the investment adviser or the consultant. Products purchased from consultants must serve a legitimate need for Boston Partners’ business and may not be acquired to influence a consultant’s recommendation of Boston Partners. |
Causeway: The portfolio managers who subadvise a portion of the assets of the Fund also manage their own personal accounts and other accounts, including accounts for corporations, pension plans, public retirement plans, sovereign wealth funds, superannuation funds, Taft-Hartley pension plans, endowments and foundations, mutual funds and other collective investment vehicles, charities, private trusts and funds, wrap fee programs, and other institutions (collectively, “Other Accounts”). In managing certain of the Other Accounts, the portfolio managers employ investment strategies similar to those used in subadvising a portion of the Fund, subject to certain variations in investment restrictions, and also manage a portion of a fund which takes short positions in global securities using swap agreements. The portfolio managers purchase and sell securities for the Fund that they also recommend to Other Accounts. The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. Certain of the Other Accounts may pay higher or lower management fee rates than the Fund or pay performance-based fees to Causeway. Causeway is the investment adviser and sponsor of six mutual funds: Causeway International Value Fund, Causeway Global Value Fund, Causeway Emerging Markets Fund, Causeway International Opportunities Fund, Causeway Global Absolute Return Fund, and Causeway International Small Cap Fund (together, the “Causeway Mutual Funds”) and two exchange- traded managed funds: Causeway International Value NExtShares and Causeway Global Value NExtShares. Causeway also sponsors and manages certain private funds in its international value equity strategy that are offered to institutional investors. Most of the portfolio managers have personal investments in one or more Causeway funds. Ms. Ketterer and Mr. Hartford each holds (through estate planning vehicles) a controlling voting interest in Causeway’s parent holding company and Messrs. Doyle, Eng, Muldoon, Corwith and Valentini, and Ms. Lee (directly or through estate planning vehicles) have minority ownership interests in Causeway’s parent holding company. | |
Actual or potential conflicts of interest arise from the portfolio managers’ management responsibilities with respect to the Other Accounts and their own personal accounts. These responsibilities may cause portfolio managers to devote unequal time and attention across client accounts and the differing fees, incentives and relationships with the various accounts provide incentives to favor certain accounts. Causeway has written compliance policies and procedures designed to mitigate |
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or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. Causeway also has a Code of Ethics which, among other things, limits personal trading by portfolio managers and other employees of Causeway. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises. |
Columbia Management: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those Funds and/or accounts. The effects of this potential conflict may be more pronounced where Funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading 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 |
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same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. | |
To the extent a Fund invests in underlying funds, a portfolio manager will be subject to the potential conflicts of interest described in Potential Conflicts of Interest – Columbia Management – FOF (Fund-of-Funds) below. | |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts. Many of the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager and its affiliates. |
Columbia Management – FoF (Fund-of-Funds): Management of funds-of-funds differs from that of the other Funds. The portfolio management process is set forth generally below and in more detail in the Funds’ prospectus. | |
Portfolio managers of the fund-of-funds may be involved in determining each funds-of-fund’s allocation among the three main asset classes (equity, fixed income and cash) and the allocation among investment categories within each asset class, as well as each funds-of-fund’s allocation among the underlying funds. |
■ | Because of the structure of the funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other Funds. |
■ | The Investment Manager and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees. |
Conestoga: Like other investment professionals with multiple clients, portfolio managers may face certain potential conflicts of interest in connection with managing both the portion of the Fund’s assets allocated to Conestoga (Conestoga’s Sleeve) and other accounts at the same time. Conestoga has adopted compliance policies and procedures that attempt to address certain of the potential conflicts that Conestoga’s portfolio managers face in this regard. Certain of those conflicts of interest are summarized below. | |
The management of accounts with different advisory or sub-advisory fee rates and/or fee and expense structures may raise certain potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee, or higher profit margin accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker-dealers that are used to execute securities transactions for a fund. A portfolio manager’s decision as to the selection of broker-dealers could produce disproportionate costs and benefits among Conestoga’s Sleeve and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for the Conestoga’s Sleeve and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of Conestoga’s Sleeve as well as other accounts, the Conestoga’s trading desk may, to the extent consistent with |
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applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to Conestoga’s Sleeve or the Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. | |
“Cross trades,” in which a portfolio manager sells a particular security held by Conestoga’s Sleeve to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager has adopted compliance procedures that provide that any transactions between the Fund and another account managed by Conestoga are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of Conestoga’s Sleeve and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for Conestoga’s Sleeve that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for Conestoga’s Sleeve, even though it could have been bought or sold for Conestoga’s Sleeve at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security. There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Fund. | |
The portfolio manager(s) also may have other potential conflicts of interest in managing Conestoga’s Sleeve, and the description above is not a complete description of every conflict that could exist in managing Conestoga’s Sleeve and other accounts. Many of the potential conflicts of interest to which the Conestoga’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager or other subadvisers of the Fund. | |
Columbia WAM: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. Columbia WAM and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds managed by Columbia WAM. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, Columbia WAM’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. | |
“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. Columbia WAM and the Funds have adopted compliance procedures that provide that any transactions between the Fund and another account managed by Columbia WAM are to be made at an independent current market price, consistent with applicable laws and regulation. |
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Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. | |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Fund and other accounts. Many of the potential conflicts of interest to which Columbia WAM’s portfolio managers are subject are essentially the same as or similar to the potential conflicts of interest related to the investment management activities of Columbia WAM and its affiliates. |
Hotchkis & Wiley : From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of a Fund, on the one hand, and the management of other accounts, on the other hand. For example, the Investment Team also manages institutional accounts and other mutual funds in several different investment strategies. The portfolios within an investment strategy are managed using a target portfolio; however, each portfolio may have different restrictions, cash flows, tax and other relevant considerations which may preclude a portfolio from participating in certain transactions for that investment strategy. Consequently, the performance of portfolios may vary due to these different considerations. The Investment Team may place transactions for one investment strategy that are directly or indirectly contrary to investment decisions made on behalf of another investment strategy. The Advisor may be restricted from purchasing more than a limited percentage of the outstanding shares of a company or otherwise restricted from trading in a company’s securities due to other regulatory limitations. If a company is a viable investment for more than one investment strategy, the Advisor has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably. Additionally, potential and actual conflicts of interest may also arise as a result of Advisor’s other business activities and Advisor’s possession of material non-public information about an issuer. | |
HWCM utilizes soft dollars to obtain brokerage and research services, which may create a conflict of interest in allocating clients’ brokerage business. Research services may benefit certain accounts more than others. Certain accounts may also pay a less proportionate amount of commissions for research services. If a research product provides both a research and a non-research function, H&W will make a reasonable allocation of the use and pay for the non-research portion with hard dollars. HWCM will make decisions involving soft dollars in a manner that satisfies the requirements of Section 28(e) of the Securities Exchange Act of 1934. | |
Different types of accounts and investment strategies may have different fee structures. Additionally, certain accounts pay the Advisor performance-based fees, which may vary depending on how well the account performs compared to a benchmark. Because such fee arrangements have the potential to create an incentive for the Advisor to favor such accounts in making investment decisions and allocations, the Advisor has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably, including in respect of allocation decisions, such as initial public offerings. | |
Since accounts are managed to a target portfolio by the Investment Team, adequate time and resources are consistently applied to all accounts in the same investment strategy. |
JPMIM: The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund (“Similar Accounts”). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities. | |
Responsibility for managing JPMorgan’s and its affiliates’ clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimizes the potential for conflicts of interest. | |
JPMorgan and/or its affiliates (“JPMorgan Chase”) perform investment services, including rendering investment advice, to varied clients. JPMorgan, JPMorgan Chase and its or their directors, officers, agents, and/or employees may render similar or differing investment advisory services to clients and may give advice or exercise investment responsibility and take such other action with respect to any of its other clients that differs from the advice given or the timing or nature of action taken |
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with respect to another client or group of clients. It is JPMorgan’s policy, to the extent practicable, to allocate, within its reasonable discretion, investment opportunities among clients over a period of time on a fair and equitable basis. One or more of JPMorgan’s other client accounts may at any time hold, acquire, increase, decrease, dispose, or otherwise deal with positions in investments in which another client account may have an interest from time-to-time. | |
JPMorgan, JPMorgan Chase, and any of its or their directors, partners, officers, agents or employees, may also buy, sell, or trade securities for their own accounts or the proprietary accounts of JPMorgan and/or JPMorgan Chase. JPMorgan and/or JPMorgan Chase, within their discretion, may make different investment decisions and other actions with respect to their own proprietary accounts than those made for client accounts, including the timing or nature of such investment decisions or actions. Further, JPMorgan is not required to purchase or sell for any client account securities that it, JPMorgan Chase, and any of its or their employees, principals, or agents may purchase or sell for their own accounts or the proprietary accounts of JPMorgan, or JPMorgan Chase or its clients. | |
JPMorgan and/or its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for JPMorgan and its affiliates or the portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, JPMorgan or its affiliates could be viewed as having a conflict of interest to the extent that JPMorgan or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JPMorgan’s or its affiliates’ employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon JPMorgan and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JPMorgan or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JPMorgan and its affiliates may be perceived as causing accounts they manage to participate in an offering to increase JPMorgan’s and its affiliates’ overall allocation of securities in that offering. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JPMorgan or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JPMorgan or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. | |
As an internal policy matter, JPMorgan or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments JPMorgan or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude the Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Fund’s objectives. | |
The goal of JPMorgan and its affiliates is to meet their fiduciary obligation with respect to all clients. JPMorgan and its affiliates have policies and procedures that seek to manage conflicts. JPMorgan and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with JPMorgan’s Codes of Ethics and JPMorgan Chase and Co.’s Code of Conduct. With respect to the allocation of investment opportunities, JPMorgan and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example: Orders for the same equity security traded through a single trading desk or system are aggregated on a continual basis throughout each trading day consistent with JPMorgan’s and its affiliates’ duty of best execution for their clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JPMorgan and its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order. |
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Purchases of money market instruments and fixed income securities cannot always be allocated pro-rata across the accounts with the same investment strategy and objective. However, the Adviser and its affiliates attempt to mitigate any potential unfairness by basing non-pro rata allocations traded through a single trading desk or system upon objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of the Adviser or its affiliates so that fair and equitable allocation will occur over time. |
Loomis Sayles: Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account’s availability of other comparable investment opportunities and Loomis Sayles’ desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock for others, and through the use of “soft dollar arrangements,” which are discussed in Loomis Sayles’ Brokerage Allocation Policies and Procedures and Loomis Sayles’ Trade Aggregation and Allocation Policies and Procedures. |
Los Angeles Capital : Los Angeles Capital has implemented policies and procedures, including brokerage and trade allocation policies and procedures, which the firm believes are reasonably designed to address the potential for conflicts of interest associated with managing portfolios for multiple clients and that seek to treat all clients fairly and equally over time. Client accounts are managed independent of one another in accordance with client specific mandates, restrictions, and instructions as outlined in the investment management agreement. This can result in investment positions or actions taken for one client account that differ from those taken in another client account. Accordingly, one client account can engage in short sales of or take a short position in an investment that at the same time is owned or being purchased long by another client account. These positions and actions can adversely affect or benefit different clients at different times. |
Since client accounts have different investment strategies, objectives, restrictions, constraints, launch dates, and overlapping benchmark constituents, it is possible that Los Angeles Capital may be purchasing or holding a security for one account and simultaneously selling the same security for another account. Additionally, it is possible for the Firm to purchase or sell the same security for different accounts during the same trading day but at differing execution prices. This is because trade waves created using Los Angeles Capital’s Wave Optimization algorithm are often specific to a particular account and use live market prices as a primary wave creation determinant. A wave traded for one account or group of accounts at a particular time in the day may have a different profit/loss profile (trade decision variable) than a wave traded for another account or group of accounts at a different time of the same day, but the same security may be traded as part of both waves, resulting in different trade execution prices. As this Wave Optimization trading algorithm is dependent upon robust and consistent market data, Los Angeles Capital does not currently utilize this trading strategy in Developed Asia and some Emerging Markets. |
While each client account is managed individually, Los Angeles Capital may, at any given time, purchase and/or sell the same security in a block that is allocated among multiple accounts. There are a number of variables that can influence a decision to aggregate purchases or sales into a block, including but not limited to, liquidity, client trading directives, regulatory limitations, and cash flows. When there is decision making on whether to include or exclude certain accounts from a block transaction, there is always the potential for conflicts of interest. Los Angeles Capital’s policies and procedures in allocating trades are structured to treat all clients fairly. Los Angeles Capital is not required to aggregate any particular trade. For example, an account with directed brokerage may not participate in certain block trades. Los Angeles Capital’s portfolio managers manage accounts that are charged a performance-based fee alongside accounts with standard asset-based fee schedules. While performance-based fee arrangements may be viewed as creating an incentive to favor certain accounts over others in the allocation of investment opportunities, Los Angeles Capital has designed and implemented procedures to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities. Management and performance fees inure to the benefit of the firm as a whole and not to specific individuals or groups of individuals. Further, Los Angeles Capital employs a quantitative investment process which utilizes the firm’s proprietary investment model technology to identify securities and construct portfolios. |
Based on a variety of factors including the strategy, guidelines, and turnover goals employed by each account, Los Angeles Capital determines the trading frequency of an account with most accounts trading weekly and others less frequently. In a typical week, Los Angeles Capital will begin by trading its U.S. strategy accounts followed by its non-U.S. strategy |
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Los Angeles Capital has adopted a Code of Ethics that includes procedures on ethical conduct and personal trading and requires pre-clearance authorization from both the Trading and Compliance and Regulatory Risk Departments for certain personal security transactions. Investment personnel of Los Angeles Capital or its affiliate may be permitted to be commercially or professionally involved with an issuer of securities. There is a potential risk that Los Angeles Capital personnel may place their own interests (resulting from outside employment/directorships) ahead of the interests of Los Angeles Capital clients. Before engaging in any outside business activity, employees must obtain approval of the CCO as well as other personnel. Any potential conflicts of interest from such involvement are monitored for compliance with Los Angeles Capital’s Code of Ethics. The Code of Ethics also governs employees giving or accepting gifts and entertainment. |
Manulife : When a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are discussed below. For the reasons outlined below, the Fund does not believe that any material conflicts are likely to arise out of a portfolio manager‘s responsibility for the management of the Fund as well as one or more other accounts. Manulife has adopted procedures that are intended to monitor compliance with the policies referred to in the following paragraphs. Generally, the risks of such conflicts of interests are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. Manulife has structured their compensation arrangements in a manner that is intended to limit such potential for conflicts of interests. See ―Compensation of Portfolio Managers below. | |
A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation on the initial public offering. Manulife has policies that require a portfolio manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives. | |
A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security for more than one account, the policies of Manulife generally require that such trades be “bunched”, which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, Manulife will place the order in a manner intended to result in as favorable a price as possible for such client. | |
A portfolio manager could favor an account if the portfolio manager‘s compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager‘s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if Manulife receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager‘s compensation. The investment performance on specific accounts is not a factor in determining the portfolio manager‘s compensation. Neither the Advisor nor Manulife receives a performance-based fee with respect to any of the accounts managed by the portfolio managers. | |
A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. Manulife imposes certain trading restrictions and reporting requirements for accounts in which a portfolio manager or certain family members have a personal interest in order to confirm that such accounts are not favored over other accounts. |
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If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a portfolio manager purchases a security for one account and sells the same security short for another account, such trading pattern could disadvantage either the account that is long or short. In making portfolio manager assignments, Manulife seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. |
PGIM : Like other investment advisers, PGIM Fixed Income is subject to various conflicts of interest in the ordinary course of its business. PGIM Fixed Income strives to identify potential risks, including conflicts of interest, that are inherent in its business, and PGIM Fixed Income conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, PGIM Fixed Income seeks to address such conflicts through one or more of the following methods: | |
elimination of the conflict; | |
disclosure of the conflict; or | |
management of the conflict through the adoption of appropriate policies, procedures or other mitigants. | |
PGIM Fixed Income follows the policies of Prudential Financial, Inc. on business ethics, personal securities trading by investment personnel, and information barriers. PGIM Fixed Income has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. PGIM Fixed Income cannot guarantee, however, that its policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict may arise. | |
Side-by-Side Management of Accounts and Related Conflicts of Interest. PGIM Fixed Income’s side-by-side management of multiple accounts can create conflicts of interest. Examples are detailed below, followed by a discussion of how PGIM Fixed Income addresses these conflicts. | |
Performance Fees - PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance-based fees. | |
This side-by-side management may be deemed to create an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income or its affiliates could be considered to have the incentive to favor accounts for which PGIM Fixed Income or an affiliate receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees. | |
Affiliated accounts - PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income could be considered to have an incentive to favor accounts of affiliates over others. | |
Large accounts/higher fee strategies - large accounts and clients typically generate more revenue than do smaller accounts or clients and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income. | |
Long only and long/short accounts - PGIM Fixed Income manages accounts that only allow it to hold securities long as well as accounts that permit short selling. PGIM Fixed Income may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions. | |
Securities of the same kind or class - PGIM Fixed Income sometimes buys or sells for one client account securities of the same kind or class that are purchased or sold for another client at prices that may be different. PGIM Fixed Income may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account due to differences in investment strategy or client direction. Different strategies trading in the same securities or types of securities may appear as inconsistencies in PGIM Fixed Income’s management of multiple accounts side-by-side. | |
Investment at different levels of an issuer’s capital structure— PGIM Fixed Income may invest client assets in the same issuer, but at different levels in the capital structure. In the event of restructuring or insolvency, PGIM Fixed Income may exercise remedies and take other actions on behalf of the holders of senior debt that are not in the interest of, or are adverse to, other clients that are the holders of junior debt, or vice versa. | |
Financial interests of investment professionals - PGIM Fixed Income investment professionals may invest in certain investment vehicles that it manages, including mutual funds and private funds. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial, Inc. In addition, the value of |
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grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income investment professionals may have financial interests in accounts managed by PGIM Fixed Income or that are related to the performance of certain client accounts. | |
Non-discretionary accounts - PGIM Fixed Income provides non-discretionary investment advice to some clients and manages others on a discretionary basis. Trades in non-discretionary accounts or accounts where discretion is limited could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. The non-discretionary/limited discretion clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after it initiates trading for the discretionary clients, or vice versa. | |
How PGIM Fixed Income Addresses These Conflicts of Interest. PGIM Fixed Income has developed policies and procedures designed to address the conflicts of interest with respect to its different types of side-by-side management described above. | |
Quarterly Strategy Reviews. Each quarter, the chief investment officer/head of PGIM Fixed Income holds a series of meetings with the senior portfolio manager and team responsible for the management of each of PGIM Fixed Income’s investment strategies. At each meeting, the chief investment officer/head of PGIM Fixed Income and strategy teams review and discuss the investment performance and performance attribution for each client account managed in the applicable strategy. These meetings are also typically attended by PGIM Fixed Income’s chief compliance officer or his designee and head of investment risk management or his designee. | |
Quarterly Senior Management Investment Review. Each quarter, the chief investment officer/head of PGIM Fixed Income reviews the investment performance and performance attribution of each of our strategies during a meeting typically attended by members of PGIM | |
Fixed Income’s senior leadership team, chief compliance officer or his designee, head of investment risk management or his designee and senior portfolio managers. | |
In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to | |
treat all of its client accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which | |
generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Its | |
compliance group periodically reviews a sampling of new issue allocations and related documentation to confirm | |
compliance with the trade aggregation and allocation procedures. In addition, the compliance and investment risk | |
management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis. This forensic analysis includes such data as the: (i) number of new issues allocated in the strategy; (ii) size of new issue allocations to each portfolio in the strategy;(iii) profitability of new issue transactions; and (iv) portfolio turnover. The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings. The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’s side-by-side management and trading so that it may assess and improve its processes. | |
PGIM Fixed Income has procedures that specifically address its side-by-side management of long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts. | |
Conflicts Related to PGIM Fixed Income’s Affiliations. As an indirect wholly-owned subsidiary of Prudential Financial, Inc., PGIM Fixed Income is part of a diversified, global financial services organization. PGIM Fixed Income is affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. Some of its employees are officers of and/or provide services to some of these affiliates. | |
Conflicts Arising Out of Legal Restrictions. PGIM Fixed Income may be restricted by law, regulation, contract or other constraints as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of its relationship with Prudential Financial, Inc. and its other affiliates. For example, PGIM Fixed Income does not purchase securities issued by Prudential Financial, Inc. for client accounts. In addition, PGIM Fixed Income’s holdings of a security on behalf of its clients are required, under certain regulations, to be aggregated with the holdings of that security by other Prudential Financial, Inc. affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. Prudential Financial, Inc. tracks these aggregated holdings and may restrict purchases to avoid exceeding crossing such thresholds because of the potential |
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consequences to Prudential Financial, Inc. if such thresholds are exceeded. In addition, PGIM Fixed Income could receive material, non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in securities of that issuer for its clients. For example, PGIM Fixed Income’s bank loan team often invests in private bank loans in connection with which the borrower provides material, non-public information, resulting in restrictions on trading securities issued by those borrowers. PGIM Fixed Income has procedures in place to carefully consider whether to intentionally accept material, non-public information with respect to certain issuers. PGIM Fixed Income is generally able to avoid receiving material, non-public information from its affiliates and other units within PGIM by maintaining information barriers. In some instances, it may create an isolated information barrier around a small number of its employees so that material, non-public information received by such employees is not attributed to the rest of PGIM Fixed Income. | |
Conflicts Related to Outside Business Activity. From time to time, certain of PGIM Fixed Income employees or officers may engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to PGIM Fixed Income’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. PGIM Fixed Income could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material, non-public information regarding an issuer. | |
Conflicts Related to Investment of Client Assets in Affiliated Funds. PGIM Fixed Income may invest client assets in funds that it manages or subadvises for an affiliate. PGIM Fixed Income may also invest cash collateral from securities lending transactions in these funds. These investments benefit both PGIM Fixed Income and its affiliate. | |
PICA General Account. Because of the substantial size of the general accounts of our affiliated insurance companies, trading by these general accounts, including PGIM Fixed Income’s trades on behalf of the accounts, may affect the market prices or limit the availability of the securities or instruments transacted. Although PGIM Fixed Income does not expect that the general accounts will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients. | |
Conflicts Related to Co-investment by Affiliates. PGIM Fixed Income affiliates may provide initial funding or otherwise invest in vehicles it manages. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a future point in time or when it deems that sufficient additional capital has been invested in that fund. | |
The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund may be more liquid at the time of the affiliate’s redemption than it is at times when other investors may wish to withdraw all or part of their interests. | |
In addition, a consequence of any withdrawal of a significant amount, including by an affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption. | |
PGIM Fixed Income could also face a conflict if the interests of an affiliated investor in a fund it manages diverge from those of the fund or other investors. For example, PGIM Fixed Income affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds PGIM Fixed Income manages. PGIM Fixed Income may provide assistance in connection with this hedging activity. | |
PGIM Fixed Income believes that these conflicts are mitigated by its allocation policies and procedures, its supervisory review of accounts and its procedures with respect to side-by-side management of long only and long-short accounts. | |
Conflicts Arising Out of Industry Activities. PGIM Fixed Income and its affiliates have service agreements with various vendors that are also investment consultants. Under these agreements, PGIM Fixed Income or its affiliates compensate the vendors for certain services, including software, market data and technology services. PGIM Fixed Income’s clients may also retain these vendors as investment consultants. The existence of these service agreements may provide an incentive for the investment consultants to favor PGIM Fixed Income when they advise their clients. PGIM Fixed Income does not, however, condition its purchase of services from consultants upon their recommending PGIM Fixed Income to their clients. PGIM Fixed Income will provide clients with information about services that it obtains from these consultants upon request. | |
PGIM Fixed Income retains third party advisors and other service providers to provide various services for PGIM Fixed Income as well as for funds that PGIM Fixed Income manages or subadvises. A service provider may provide services to PGIM Fixed Income or one of PGIM Fixed Income’s funds while also providing services to other PGIM units, other PGIM-advised funds, or affiliates of PGIM, and may negotiate rates in the context of the overall relationship. PGIM Fixed Income may benefit from negotiated fee rates offered to its funds and vice versa. There is no assurance, however, that PGIM Fixed Income will be able to obtain advantageous fee rates from a given service provider negotiated by its affiliates based on their relationship with the service provider, or that PGIM Fixed Income will know of such negotiated fee rates. | |
Conflicts Related to Securities Holdings and Other Financial Interests |
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Prudential Financial, PICA, PGIM Fixed Income and other affiliates of PGIM at times have financial interests in, or relationships with, companies whose securities or related instruments PGIM Fixed Income holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to PGIM Fixed Income or to the Prudential enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by PGIM Fixed Income on behalf of PGIM Fixed Income’s client accounts. For example: |
■ | PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients. |
■ | PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities PGIM Fixed Income purchases and sells for PGIM Fixed Income clients. |
■ | PGIM Fixed Income invests in the debt securities of companies whose equity is held by its affiliates. |
■ | PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers and may invest in some of the same issuers for other client accounts but at different levels in the capital structure. For example: |
■ | Affiliated accounts can hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. In the event of restructuring or insolvency, the affiliated accounts as holders of senior debt may exercise remedies and take other actions that are not in the interest of, or are adverse to, other clients that are the holders of junior debt. |
■ | To the extent permitted by applicable law, PGIM Fixed Income may also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. PGIM Fixed Income’s interest in having the debt repaid creates a conflict of interest. PGIM Fixed Income has adopted a refinancing policy to address this conflict. |
■ | Certain of PGIM Fixed Income’s affiliates (as well as directors or officers of its affiliates) are officers or directors of issuers in which PGIM Fixed Income invests from time to time. These issuers may also be service providers to PGIM Fixed Income or its affiliates. |
■ | In addition, PGIM Fixed Income may invest client assets in securities backed by commercial mortgage loans that were originated or are serviced by an affiliate. |
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Threadneedle: Threadneedle portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, a portfolio manager’s responsibilities at Threadneedle include working as a securities analyst. This dual role may give rise to conflicts with respect to making investment decisions for accounts that he/she manages versus communicating his/her analyses to other portfolio managers concerning securities that he/she follows as an analyst. | |
Threadneedle has a fiduciary responsibility to all of the clients for which it manages accounts. Threadneedle seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and timely manner. Threadneedle has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. |
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Voya : A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Funds. These other accounts may include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs, and hedge funds. Potential conflicts may arise out of the implementation of differing investment strategies for the portfolio manager’s various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio manager’s accounts. | |
A potential conflict of interest may arise as a result of the portfolio manager’s responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. | |
A portfolio manager may also manage accounts whose objectives and policies differ from those of the Funds. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, if an account were to sell a significant position in a security, which could cause the market price of that security to decrease, while a Fund maintained its position in that security. | |
A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees – the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee. As part of its compliance program, Voya IM has adopted policies and procedures reasonably designed to address the potential conflicts of interest described above. | |
Finally, a potential conflict of interest may arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short sales which, in theory, could allow them to enter into short positions in securities where other accounts hold long positions. Voya IM has policies and procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Funds. |
Water Island:
Water Island’s portfolio managers may face certain potential conflicts of interest in connection with their responsibility for managing multiple similar accounts. Other accounts may include, without limitation:
separately managed accounts, registered investment companies, unregistered investment companies such as pooled investment vehicles and hedge funds, and proprietary accounts. Management of multiple accounts can present certain conflicts of interest,
including variation in compensation across accounts, conflicts that may arise from the purchase or sale of similar securities for more than one account, conflicts arising from transactions between accounts, conflicts arising from transactions
involving ‘pilot’ funds, and conflicts arising from the selection of brokers and dealers to effect transactions. Water Island’s compliance team has implemented trading and allocation policies and oversight procedures in order to
closely monitor and ensure equitable treatment of all accounts to address these conflicts.
Variation in Compensation - A potential conflict of interest related to variation in compensation may arise where the financial or other benefits available to the portfolio manager differ among the accounts that they manage. A portfolio manager might be motivated to help certain accounts over others if the structure of the investment adviser’s management fee and/or the portfolio manager’s compensation differs among accounts (such as where certain accounts pay higher management fees or performance-based management fees), or if the portfolio manager or Water Island has a greater financial interest in one or more of the accounts. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those accounts that could most significantly benefit the portfolio manager. Purchase or Sale of Securities for More Than One Account - To address these and other potential conflicts of interest, Water Island has implemented policies and procedures designed to allocate securities among the various accounts it advises in a fair and equitable manner over time. In addition, Water Island has implemented processes for monitoring the effectiveness of these policies and procedures, including periodic reviews of allocations by its compliance department so as to help ensure equitable treatment. Water Island has also adopted policies and procedures to address certain additional conflicts specifically, as further described below. Cross Trades - “Cross trades,” in which one account sells a particular security to another account (saving transaction costs for both accounts), may also pose a potential conflict of interest. Conflicts may arise if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay, or if such trades result in more attractive investments being allocated to higher-fee accounts. In an effort to address this potential conflict of interest, Water Island has adopted compliance procedures that, consistent with applicable law, include Rule 17a-7 under the 1940 Act, provide that any transactions between the advised accounts are to be made for cash without payment of any |
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commission,
spread, or other type of brokerage costs and at an independent current market price. Proposed cross trade must be reviewed and approved by Water Island’s compliance department prior to execution.
Pilot Funds - Water Island may from time to time establish “pilot” or “incubator” funds for the purpose of testing proposed investment strategies or products prior to accepting assets from outside investors. These pilot accounts may be in the form of registered investment companies, private funds such as partnerships, or separate accounts. Typically, Water Island or an affiliate supplies the funding for these accounts. Employees of Water Island, including the portfolio manager(s), may also invest in certain pilot accounts. Pilot funds and accounts may, and frequently do, invest in the same securities as the other accounts managed by Water Island. In an effort to address this potential conflict of interest, Water Island has adopted a policy to treat pilot accounts in the same manner as client accounts for purposes of trading allocation – neither favoring nor disfavoring them. For example, pilot accounts would be included in the daily block trade aggregation procedures alongside client accounts (except that pilot accounts do not participate in initial public offerings). Selection of Brokers/Dealers - A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions. In addition to executing trades, some brokers and dealers provide Water Island with brokerage and research services (as those terms are defined in Section 28(e) of the Exchange Act, which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain accounts than to others. In order to be assured of continuing to receive services considered of value to its clients, Water Island has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Exchange Act. A portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the accounts that they manage, although the payment of brokerage commissions is always subject to the requirement that Water Island determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided. |
The portfolio managers may also face other potential conflicts of interest in the management of multiple similar accounts, and the examples above are not intended to provide an exhaustive list or complete description of every conflict that may arise. |
WellsCap: WellsCap’s Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, WellsCap has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized. | |
The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Funds and other accounts because the Funds may have different investment objectives, strategies and risk profiles than the other accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment strategies than the Funds, they may from time to time be inclined to purchase securities, including initial public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases significantly higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts. | |
To minimize the effects of these inherent conflicts of interest, WellsCap has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that they believe address the potential conflicts associated with managing portfolios for multiple clients and are designed to ensure that all clients are treated fairly and equitably. Accordingly, security block purchases are allocated to all accounts with similar objectives in a fair and equitable manner. Furthermore, WellsCap has adopted a Code of Ethics under Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to address potential conflicts associated with managing the Funds and any personal accounts the Portfolio Managers may maintain. |
AlphaSimplex : All AlphaSimplex investment professionals receive compensation according to a merit-based incentives structure. In addition to receiving competitive base salaries, employees are eligible for performance bonuses, which are based on both individual and firm performance. Performance is assessed on an annual basis by department heads. AlphaSimplex considers a number of factors—including risk-adjusted performance and intellectual contribution—when determining the bonus compensation of its investment professionals. Key professionals who have made significant and lasting contributions to the firm are invited to participate in a supplemental bonus pool reserved for partners of the firm. Partners are awarded claims on specific percentages of the firm’s annual profits. |
The Compensation Committee of the AlphaSimplex Board of Directors approves all bonus and partnership awards based on the recommendations of management. The total bonus pool is comprised of a staff bonus pool, which is generally set at |
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100% of base salaries, and a separate pool for partners, which is funded with any remainder and allocated among the partners based on their partnership interests. Accordingly, variable compensation makes up a significant portion of total remuneration, particularly for senior managers, whose bonuses can amount to between 100% and 600% of base compensation. To retain talent, AlphaSimplex defers a significant portion of bonus amounts for key professionals for up to three years. The deferred portion of bonuses is invested across all the strategies managed by AlphaSimplex. Finally, as a condition of employment, all AlphaSimplex employees agree to abide by non-compete/non-solicit/non-disclosure agreements. These agreements provide for a 12–36 month non-compete period in the event an employee leaves the firm. |
Portfolio manager compensation is a function of firm-wide profitability. Since AlphaSimplex’s approach to investment management is quantitative and systematic, Fund shareholder interests are less dependent on day-to-day portfolio manager decisions, but more a function of overall model performance over longer time periods. Therefore, strong long-term Fund performance goes hand-in-hand with long-term firm profitability and portfolio manager compensation. |
AQR : The compensation for each of the portfolio managers that is a Principal of AQR is in the form of distributions based on the net income generated by AQR and each Principal’s relative ownership in AQR. Net income distributions are a function of assets under management and performance of the funds and accounts managed by AQR. A Principal’s relative ownership in AQR is based on cumulative research, leadership and other contributions to AQR. There is no direct linkage between assets under management, performance and compensation. However, there is an indirect linkage in that superior performance tends to attract assets and thus increase revenues. Each portfolio manager is also eligible to participate in AQR’s 401(k) retirement plan which is offered to all employees of AQR. |
Arrowstreet : Arrowstreet’s compensation system is designed to attract, motivate and retain talented professionals. Arrowstreet’s compensation structure for investment professionals consists of a competitive base salary and bonus. Bonuses are paid on an annual basis. Bonus targets are set for each individual at each review period, typically the start of every year. | |
Baillie Gifford : Compensation arrangements within the Manager vary depending upon whether the individual is an employee or partner of Baillie Gifford & Co. | |
Employees of Baillie Gifford & Co. | |
A portfolio manager’s compensation generally consists of: | |
— base salary; | |
— a company-wide all staff bonus; | |
— a performance related bonus; and | |
— the standard retirement benefits and health and welfare benefits available to all Baillie Gifford & Co. employees. | |
A portfolio manager’s base salary is determined by the manager’s experience and performance in the role, taking into account the ongoing compensation benchmark analyses, and is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. | |
A portfolio manager’s performance related bonus is determined by team and individual performance. Team performance will generally be measured on investment performance over a five year basis and is based on performance targets that are set and reviewed annually by the Chief of Investment Staff. | |
Individual performance will be determined by the individual’s line manager at the annual appraisal at which staff are assessed against key competencies and pre-agreed objectives. The bonus is paid on an annual basis. | |
A proportion of the performance related bonus is mandatorily deferred. Currently recipients defer between 20% and 40% of their performance related bonus. Awards will be deferred over a period of three years and will be invested in a range of funds managed by the Baillie Gifford Group. | |
Partners of Baillie Gifford & Co. | |
Jonathan Bates, Angus Franklin and Donald Farquharson are partners of Baillie Gifford & Co. | |
The remuneration of Baillie Gifford & Co. partners comprises Baillie Gifford & Co. partnership profits, which are distributed as: | |
— base salary; and | |
— a share of the partnership profits. | |
The profit share is calculated as a percentage of total partnership profits based on seniority and role within Baillie Gifford & Co. The basis for the profit share is detailed in the Baillie Gifford & Co. Partnership Agreement. |
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The main staff benefits such as pension schemes are not available to partners and therefore partners provide for benefits from their own personal funds. Partners in their first few years additionally receive a bonus. The bonuses are calculated in the same way as those for staff but exclude the deferred element. A proportion of the bonus paid will be retained to be used to buy capital shares in the partnership. |
BMO: Compensation for BMO’s portfolio managers consists of base salary, discretionary performance bonuses, and other benefits. Base salaries are reviewed on an annual basis to ensure alignment with the external market. Discretionary performance bonuses vary according to business and individual performance and are provided in a combination of cash and deferred equity-based awards for employees at higher levels of compensation. Portfolio managers also may have a long-term incentive program consisting of restricted share units or other units linked to the performance of BMO. |
Boston Partners : All investment professionals receive a compensation package comprised of an industry competitive base salary and a discretionary bonus and long-term incentives. Through our bonus program, key investment professionals are rewarded primarily for strong investment performance. |
Typically, bonuses are based upon a combination of one or more of the following four criteria: |
1. Individual Contribution: an evaluation of the professional’s individual contribution based on the expectations established at the beginning of each year; |
2. Product Investment Performance: performance of the investment product(s) with which the individual is involved versus the pre-designed index, based on the excess return; |
3. Investment Team Performance: the financial results of the investment group; and |
4. Firm-wide Performance: the overall financial performance of Boston Partners. |
Boston Partners professional compensation consultants with asset management expertise to annually review our practices to ensure that they remain highly competitive. |
Causeway : Ms. Ketterer and Mr. Hartford, the chief executive officer and president of Causeway, respectively, receive annual salary and are entitled, as controlling owners of the firm’s parent holding company, to distributions of the holding company’s profits based on their ownership interests. They do not receive incentive compensation. The other portfolio managers receive salary and may receive incentive compensation (including potential cash, awards of growth units, or awards of equity units). Portfolio managers also receive, directly or through estate planning vehicles, distributions of profits based on their minority ownership interests in the firm’s parent holding company. Causeway’s Compensation Committee, weighing a variety of objective and subjective factors, determines salary and incentive compensation and, subject to approval of the holding company’s Board of Managers, may award equity units. Portfolios are team-managed and salary and incentive compensation are not based on the specific performance the Fund or any single client account managed by Causeway but take into account the performance of the individual portfolio manager, the relevant team and Causeway’s overall performance and financial results. The performance of stocks selected for Fund and client portfolios within a particular industry or sector over a multi-year period relative to appropriate benchmarks will be relevant for portfolio managers assigned to that industry or sector. Causeway takes into account both quantitative and qualitative factors when determining the amount of incentive compensation awarded, including the following factors: individual research contribution, portfolio and team management contribution, group research contribution, client service and recruiting contribution, and other contributions to client satisfaction and firm development. The assessment of these factors takes into account both current and future risks and different factors can be weighed differently. | |
Columbia Management : Portfolio manager direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock or, for more senior employees, both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Columbia Funds, in most cases including the Columbia Funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Under the Columbia Management annual incentive plan for investment professionals, awards are discretionary, and the amount of incentive awards for investment team members is variable based on (1) an evaluation of the investment performance of the investment team of which the investment professional is a member, reflecting the performance (and client experience) of the funds or accounts the investment professional manages and, if applicable, reflecting the individual’s work as an investment research analyst, (2) the results of a peer and/or management review of the individual, taking into |
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account attributes such as team participation, investment process followed, communications, and leadership, and (3) the amount of aggregate funding of the plan determined by senior management of Columbia Threadneedle Investments and Ameriprise Financial, which takes into account Columbia Threadneedle Investments revenues and profitability, as well as Ameriprise Financial profitability, historical plan funding levels and other factors. Columbia Threadneedle Investments revenues and profitability are largely determined by assets under management. In determining the allocation of incentive compensation to investment teams, the amount of assets and related revenues managed by the team is also considered. Individual awards are subject to a comprehensive risk adjustment review process to ensure proper reflection in remuneration of adherence to our controls and Code of Conduct. | |
Investment performance for a fund or other account is measured using a scorecard that compares account performance against benchmarks and/or peer groups. Account performance may also be compared to unaffiliated passively managed ETFs, taking into consideration the management fees of comparable passively managed ETFs, when available and as determined by the Investment Manager. Consideration is given to relative performance over the one-, three- and five-year periods, with the largest weighting on the three-year comparison. For individuals and teams that manage multiple strategies and accounts, relative asset size is a key determinant in calculating the aggregate score, with weighting typically proportionate to actual assets. For investment leaders who have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance. Exceptions to this general approach to bonuses exist for certain teams and individuals. | |
Equity incentive awards are designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help retain employees. | |
Deferred compensation awards are designed to align participants’ interests with the investors in the Columbia Funds and other accounts they manage. The value of the deferral account is based on the performance of Columbia Funds. Employees have the option of selecting from various Columbia Funds for their deferral account, however portfolio managers must (other than by strict exception) allocate a minimum of 25% of their incentive awarded through the deferral program to the Columbia Fund(s) they manage. Deferrals vest over multiple years, so they help retain employees. | |
For all employees the benefit programs generally are the same and are competitive within the financial services industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan. |
Conestoga: Each of the Fund’s portfolio managers is a partner of Conestoga. As such, each portfolio manager receives a share of Conestoga’s annual profits, as specified in the manager’s partnership agreement with Conestoga, from Conestoga’s management of the Fund and all other accounts. | |
Columbia WAM: Portfolio manager direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock or, for more senior employees, both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Columbia Funds, in most cases including the Columbia Funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Under the Columbia Management annual incentive plan for investment professionals, awards are discretionary, and the amount of incentive awards for investment team members is variable based on (1) an evaluation of the investment performance of the investment team of which the investment professional is a member, reflecting the performance (and client experience) of the funds or accounts the investment professional manages and, if applicable, reflecting the individual’s work as an investment research analyst, (2) the results of a peer and/or management review of the individual, taking into account attributes such as team participation, investment process followed, communications, and leadership, and (3) the amount of aggregate funding of the plan determined by senior management of Columbia Threadneedle Investments and Ameriprise Financial, which takes into account Columbia Threadneedle Investments revenues and profitability, as well as Ameriprise Financial profitability, historical plan funding levels and other factors. Columbia Threadneedle Investments revenues and profitability are largely determined by assets under management. In determining the allocation of incentive compensation to investment teams, the amount of assets and related revenues managed by the team is also considered. Individual awards are subject to a comprehensive risk adjustment review process to ensure proper reflection in remuneration of adherence to our controls and Code of Conduct. |
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Investment performance for a fund or other account is measured using a scorecard that compares account performance against benchmarks and/or peer groups. Account performance may also be compared to unaffiliated passively managed ETFs, taking into consideration the management fees of comparable passively managed ETFs, when available and as determined by the Investment Manager. Consideration is given to relative performance over the one-, three- and five-year periods, with the largest weighting on the three-year comparison. For individuals and teams that manage multiple strategies and accounts, relative asset size is a key determinant in calculating the aggregate score, with weighting typically proportionate to actual assets. For investment leaders who have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance. Exceptions to this general approach to bonuses exist for certain teams and individuals. | |
Equity incentive awards are designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help retain employees. | |
Deferred compensation awards are designed to align participants’ interests with the investors in the Columbia Funds and other accounts they manage. The value of the deferral account is based on the performance of Columbia Funds. Employees have the option of selecting from various Columbia Funds for their deferral account, however portfolio managers must (other than by strict exception) allocate a minimum of 25% of their incentive awarded through the deferral program to the Columbia Fund(s) they manage. Deferrals vest over multiple years, so they help retain employees. | |
For all employees the benefit programs generally are the same and are competitive within the financial services industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan. |
Hotchkis & Wiley : The Investment Team, including portfolio managers, is compensated in various forms, which may include one or more of the following: (i) a base salary, (ii) bonus, (iii) profit sharing and (iv) equity ownership. Compensation is used to reward, attract and retain high quality investment professionals. | |
The Investment Team is evaluated and accountable at three levels. The first level is individual contribution to the research and decision-making process, including the quality and quantity of work achieved. The second level is teamwork, generally evaluated through contribution within sector teams. The third level pertains to overall portfolio and firm performance. | |
Fixed salaries and discretionary bonuses for investment professionals are determined by the Chief Executive Officer of the Advisor using tools which may include annual evaluations, compensation surveys, feedback from other employees and advice from members of the firm’s Executive and Compensation Committees. The amount of the bonus is determined by the total amount of the firm’s bonus pool available for the year, which is generally a function of revenues. No investment professional receives a bonus that is a pre-determined percentage of revenues or net income. Compensation is thus subjective rather than formulaic. | |
The portfolio managers of the Funds own equity in the Advisor. The Advisor believes that the employee ownership structure of the firm will be a significant factor in ensuring a motivated and stable employee base going forward. The Advisor believes that the combination of competitive compensation levels and equity ownership provides the Advisor with a demonstrable advantage in the retention and motivation of employees. Portfolio managers who own equity in the Advisor receive their pro rata share of the Advisor’s profits. Investment professionals may also receive contributions under the Advisor’s profit sharing/401(k) plan. | |
Finally, the Advisor maintains a bank of unallocated equity to be used for those individuals whose contributions to the firm grow over time. If any owner should retire or leave the firm, the Advisor has the right to repurchase their ownership thereby increasing the equity bank. This should provide for smooth succession through the gradual rotation of the firm’s ownership from one generation to the next. | |
The Advisor believes that its compensation structure/levels are more attractive than the industry norm, which is illustrated by the firm’s lower-than-industry-norm investment personnel turnover. |
JPMIM : JPMorgan’s compensation programs are designed to align the behavior of employees with the achievement of its short- and long-term strategic goals, which revolve around client investment objectives. This is accomplished, in part, through a balanced performance assessment process and total compensation program, as well as a clearly defined culture that rigorously and consistently promotes adherence to the highest ethical standards. | |
In determining portfolio manager compensation, JPMorgan uses a balanced discretionary approach to assess performance against four broad categories: (1) business results; (2) risk and control; (3) customers and clients; and (4) people and leadership. |
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These performance categories consider short-, medium- and long-term goals that drive sustained value for clients, while accounting for risk and control objectives. Specifically, portfolio manager performance is evaluated against various factors including the following: (1) blended pre-tax investment performance relative to competitive indices, generally weighted more to the long-term; (2) individual contribution relative to the client’s risk/return objectives; and (3) adherence with JPMorgan’s compliance, risk and regulatory procedures. | |
Feedback from JPMorgan’s risk and control professionals is considered in assessing performance. | |
JPMorgan maintains a balanced total compensation program comprised of a mix of fixed compensation (including a competitive base salary and, for certain employees, a fixed cash allowance), variable compensation in the form of cash incentives, and long-term incentives in the form of equity based and/or fund-tracking incentives that vest over time. Long-term awards comprise of up to 60% of overall incentive compensation, depending on an employee’s pay level. |
Long-term awards are generally in the form of time-vested JPMC Restricted Stock Units (“RSUs”). However, portfolio managers are subject to a mandatory deferral of long-term incentive compensation under JPMorgan’s Mandatory Investor Plan (“Mandatory Investment Plan”). The Mandatory Investment Plan provides for a rate of return equal to that of the Fund(s) that the portfolio managers manage, thereby aligning portfolio managers’ pay with that of their client’s experience/return. 100% of the portfolio managers’ long-term incentive compensation is eligible for Mandatory Investment Plan and, depending on the level of compensation, 50% is aligned with the specific Fund(s) they manage, as determined by their respective manager. The remaining portion of the overall amount is electable and may be treated as if invested in any of the other Funds available in the plan or can take the form of RSUs. |
Loomis Sayles: Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager’s base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors, including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit growth of the firm, profit growth of the manager’s business unit and personal conduct. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total for fixed-income managers and 70% of the total for equity managers. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the Chief Investment Officer (“CIO”) and senior management. The CIO and senior management evaluate these other factors annually. | |
Equity Managers . While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured by comparing the performance of Loomis Sayles’ institutional composites to the performance of the applicable Morningstar peer group and/or the Lipper universe. Generally speaking the performance of the respective product’s fund is compared against the applicable Morningstar peer group and/or the Lipper universe. To the extent the majority of assets managed in the fund strategy are for institutional separate accounts, the Evestment Alliance institutional peer group will also be used as an additional comparison. In situations where substantially all of the assets for the strategy are institutional, the institutional peer group will be used as the primary method of comparison. A manager’s performance relative to the peer group for the 1, 3 and 5 year periods, (3 and 5 or 10 years for large cap growth, all cap growth and global growth), or since the start of the manager’s tenure, if shorter, is used to calculate the amount of variable compensation payable due to performance. Longer-term performance is typically weighted more than shorter-term performance. In addition, the performance measurement for equity compensation usually incorporates a consistency metric using longer term rolling returns compared to the peer group over a sustained measurement period; however, the exact method may be adjusted to a product’s particular style. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue of accounts represented in each product. An external benchmark is used as a secondary comparison. The external benchmark used for the MM Growth Strategies Fund is the Russell 1000 Growth Index. Mr. Hamzaogullari also receives additional compensation based on revenue and performance hurdles for his strategies, and performance fee based compensation as portfolio manager for a private investment fund. | |
In cases where the institutional peer groups are used, Loomis Sayles believes they represent the most competitive product universe while closely matching the investment styles offered by the Loomis Sayles fund. | |
Fixed-Income Managers. While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed-income managers is measured by comparing the performance of Loomis Sayles’ institutional composite (pre-tax and net of fees) in the manager’s style to the performance of an external benchmark and a customized peer group. The external benchmark used for the investment style utilized by each fund is noted below. |
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The customized peer group is created by Loomis Sayles and is made up of institutional managers in the particular investment style. A manager’s relative performance for the past five years, or seven years for some products, is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, Loomis Sayles analyzes the five or seven year performance on a rolling three year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue size of accounts represented in each product. Loomis Sayles uses both an external benchmark and a customized peer group as a point of comparison for fixed-income manager performance because it believes they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by Loomis Sayles. The external benchmark used for the MM Total Return Bond Strategies Fund is the Barclays U.S. Aggregate Index. | |
In addition to the compensation described above, portfolio managers may receive additional compensation based on the overall growth of their strategies. | |
General. Most mutual funds do not directly contribute to a portfolio manager’s overall compensation because Loomis Sayles’ uses the performance of the portfolio manager’s institutional accounts compared to an institutional peer group. However, each fund managed by Loomis Sayles employs strategies endorsed by Loomis Sayles and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite. | |
Loomis Sayles has developed and implemented two distinct long-term incentive plans to attract and retain investment talent. The plans supplement existing compensation. The first plan has several important components distinguishing it from traditional equity ownership plans: |
■ | the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold; |
■ | upon retirement, a participant will receive a multi-year payout for his or her vested units; and |
■ | participation is contingent upon signing an award agreement, which includes a non-compete covenant. |
Los Angeles Capital: Los Angeles Capital’s portfolio managers participate in a competitive compensation program that is aimed at attracting and retaining talented employees with an emphasis on disciplined risk management, ethics and compliance-centered behavior. No component of Los Angeles Capital’s compensation policy or payment scheme is tied directly to the performance of one or more client portfolios or funds. |
Each of Los Angeles Capital’s portfolio managers receives a base salary fixed from year to year. In addition, the portfolio managers participate in Los Angeles Capital’s profit sharing plan. The aggregate amount of the contribution to Los Angeles Capital’s profit sharing plan is based on overall firm profitability with amounts paid to individual employees based on their relative overall compensation. Each of the portfolio managers also are shareholders of Los Angeles Capital and receive compensation based upon the firm’s overall profits. Certain portfolio managers are also eligible to receive a discretionary bonus from Los Angeles Capital. |
Manulife : Manulife Asset Management has designed its compensation plan to effectively attract, retain and reward top investment talent. The incentive plan is designed to align and reward investment teams that deliver consistent value added performance for the company’s client and partners through world-class investment strategies and solutions. | |
Investment professionals are compensated with a combination of base salary and incentives as detailed below. | |
Base salaries |
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Base salaries are market-based and salary ranges are periodically reviewed. Individual salary adjustments are based on individual performance against mutually-agreed-upon objectives and development of technical skills. | |
Incentives — Short- and Long-Term | |
All investment professionals (including portfolio managers, analysts and traders) are eligible for participation in a short and long term investment incentive plan. These incentives are tied to performance against various objective and subjective measures, including: | |
Investment Performance — Performance of portfolios managed by the investment team. This is the most heavily weighted factor and it is measured relative to an appropriate benchmark or universe over established time periods. | |
Financial Performance — Performance of Manulife Asset Management and its parent corporation. | |
Non-Investment Performance — Derived from the contributions an investment professional brings to Manulife Asset Management. | |
Awards under this plan include: | |
Annual Cash Awards | |
Deferred Incentives — One hundred percent of this portion of the award is invested in strategies managed by the team/individual as well as other Manulife Asset Management strategies. | |
Manulife equity awards — Investment professionals that are considered officers of Manulife receive a portion of their award in Manulife Restricted Share Units (RSUs) or stock options. This plan is based on the value of the underlying common shares of Manulife. |
PGIM : The base salary of an investment professional in the PGIM Fixed Income unit of PGIM is based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. Incentive compensation, including the annual cash bonus, the long-term equity grant and grants under PGIM Fixed Income’s long-term incentive plans, is primarily based on such person’s contribution to PGIM Fixed Income’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters and market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts. | |
An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of PGIM Fixed Income’s operating income and the percentage used to calculate the pool may be refined by factors such as: | |
- business initiatives; | |
- the number of investment professionals receiving a related peer group compensation; | |
- financial metrics of the business relative to those of appropriate peer groups; and | |
- investment performance of portfolios: (i) relative to appropriate peer groups and/or (ii) as measured against relevant investment indices. | |
Long-term compensation consists of Prudential Financial, Inc. restricted stock and grants under the long-term incentive plan and targeted long-term incentive plan. Grants under the long-term incentive plan and targeted long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For the long-term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based, in part, on the performance of investment composites representing a number of PGIM Fixed Income’s investment strategies. With respect to targeted long-term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based on the performance of either (i) a long/short investment composite or (ii) a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. The long-term incentive plan is designed to more closely align compensation with investment performance and the growth of PGIM Fixed Income’s business. The targeted long-term incentive plan is designed to align the interests of certain of PGIM Fixed Income’s investment professionals with the performance of a particular long-short composite or commingled investment vehicle. The chief investment officer/head of PGIM Fixed Income also receives (i) performance shares which represent the right to receive shares of Prudential Financial, Inc. common stock conditioned upon, and subject to, the achievement of specified financial performance goals by Prudential Financial, Inc.; (ii) book value units which track the book value per share of Prudential Financial, Inc.; and (iii) Prudential Financial, Inc. stock options. Each of the restricted stock, long-term incentive plan grants, performance shares, book value units and stock options is subject to vesting requirements. |
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TCW: The overall objective of TCW’s compensation program for portfolio managers is to attract experienced and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the accounts they manage. Portfolio managers are compensated through a combination of base salary, fee sharing based compensation (“fee sharing”), bonus and equity incentive participation in TCW’s parent company (“equity incentives”). Fee sharing and equity incentives generally represent most of the portfolio managers’ compensation. In some cases, portfolio managers are eligible for discretionary bonuses. | |
Salary. Salary is agreed to with portfolio managers at the time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio manager’s compensation. | |
Fee Sharing. Fee sharing for investment professionals is based on revenues generated by accounts in the investment strategy area for which the investment professionals are responsible. In most cases, revenues are allocated to a pool and fee sharing compensation is allocated among members of the investment team after the deduction of certain expenses (including compensation over a threshold level) related to the strategy group. The allocations are based on the investment professionals’ contribution to TCW and its clients, including qualitative and quantitative contributions. |
In general, the same fee sharing percentage is used to compensate a portfolio manager for investment services related to a Fund is generally the same as that used to compensate portfolio managers for other client accounts in the same strategy managed by TCW or an affiliate of TCW (collectively, “the TCW Group”). In some cases, the fee sharing pool includes revenues related to more than one product, in which case each participant in the pool is entitled to fee sharing derived from his or her contributions to all the included products. | |
Investment professionals are not directly compensated for generating performance fees. In some cases, the overall fee sharing pool is subject to fluctuation based on the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the Fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the Funds. |
Discretionary Bonus/Guaranteed Minimums. Discretionary bonuses may be paid out of an investment team’s fee sharing pool, as determined by the supervisor(s) in the department. In other cases where portfolio managers do not receive fee sharing or where it is determined that the combination of salary and fee sharing does not adequately compensate the portfolio manager, discretionary bonuses may be paid by the applicable TCW entity. Also, pursuant to contractual arrangements, some portfolio managers received minimum bonuses. | |
Equity Incentives. Management believes that equity ownership aligns the interests of portfolio managers with the interests of the firm and its clients. Accordingly, TCW Group’s key investment professionals participate in equity incentives through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of TCW’s parent company. The plans include the Fixed Income Retention Plan, Restricted Unit Plan and 2013 Equity Unit Incentive Plan. | |
Under the Fixed Income Retention Plan, certain portfolio managers in the fixed income area were awarded cash and/or partnership units in TCW’s parent company, either on a contractually-determined basis or on a discretionary basis. Awards under this plan were made in 2010 that vest over time. | |
Under the Restricted Unit Plan, certain portfolio managers in the fixed income and equity areas may be awarded partnership units in TCW’s parent company. Awards under this plan have vested over time, subject to satisfaction of performance criteria. | |
Under the 2013 Equity Unit Incentive Plan, certain portfolio managers in the fixed income and equity areas may be awarded options to acquire partnership units in TCW’s parent company with a strike price equal to the fair market value of the option at the date of grant. The options granted under this plan are subject to vesting and other conditions. | |
Other Plans and Compensation Vehicles. Portfolio managers may also elect to participate in the applicable TCW Group’s 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis. |
Threadneedle: Direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and fund-linked deferred compensation compliant with European regulatory requirements in its structure and delivery vehicles. Equity incentive |
Statement of Additional Information – May 1, 2019 | 144 |
awards are made in the form of Ameriprise Financial restricted stock, or for senior employees outside our fund management teams both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Threadneedle funds, in most cases including the funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Annual incentive awards and pool funding are variable and are designed to reward: |
■ | Investment performance, both at the individual and team levels |
■ | Client requirements, in particular the alignment with clients through a mandatory deferral into the company’s own products, compliant with local regulation in particular the UCITS V requirements |
■ | Team cooperation and values |
Statement of Additional Information – May 1, 2019 | 145 |
Water Island: Investment professionals are compensated with salary and a bonus based on individual performance, both relative and absolute fund performance, and profitability of Water Island. Profit sharing in Water Island may also be included as potential compensation. In addition, Water Island believes employee ownership and the opportunity for all employees to hold ownership interests in Water Island fosters teamwork and encourages longevity in tenure. Ownership shares may be issued to employees based on tenure, position, and contribution to Water Island. Water Island’s policies help ensure that the financial interests of its key investment personnel are aligned with its clients’ financial interests. Water Island also expends efforts to help ensure it attracts and retains key investment talent. Its goal is to focus its employees on long-term rather than short-term performance and to encourage employee retention. | |
WellsCap: The compensation structure for WellsCap's Portfolio Managers includes a competitive fixed base salary plus variable incentives, payable annually and over a longer term period. WellsCap participates in third party investment management compensation surveys for market-based compensation information to help support individual pay decisions. In addition to surveys, WellsCap also considers prior professional experience, tenure, seniority and a Portfolio Manager's team size, scope and assets under management when determining his/her fixed base salary. In addition, Portfolio Managers, who meet the eligibility requirements, may participate in Wells Fargo's 401(k) plan that features a limited matching contribution. Eligibility for and participation in this plan is on the same basis for all employees. | |
WellsCap’s investment incentive program plays an important role in aligning the interests of our portfolio managers, investment team members, clients and shareholders. Incentive awards for portfolio managers are determined based on a review of relative investment and business/team performance. Investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. In the case of each Fund, the benchmark(s) against which the performance of the Fund's portfolio may be compared for these purposes generally are indicated in the "Average Annual Total Returns" table in the prospectus. Once determined, incentives are awarded to portfolio managers annually, with a portion awarded as annual cash and a portion awarded as long term incentive. The long term portion of incentives generally carry a pro-rated vesting schedule over a three year period. For many of our portfolio managers, WellsCap further requires a portion of their annual long-term award be allocated directly into each strategy they manage through a deferred compensation vehicle. In addition, our investment team members who are eligible for long term awards also have the opportunity to invest up to 100% of their awards into investment strategies they support (through a deferred compensation vehicle). |
Statement of Additional Information – May 1, 2019 | 146 |
Statement of Additional Information – May 1, 2019 | 147 |
Administrative Services Fees | |||
2018 | 2017 | 2016 | |
Large Cap Growth Fund | N/A | N/A | $584,102 |
OR Intermediate Municipal Bond Fund | N/A | N/A | 101,527 |
Tax-Exempt Fund | N/A | N/A | 815,484 |
U.S. Social Bond Fund | N/A | N/A | 4,699 |
Ultra Short Term Bond Fund (a) | N/A | N/A | 0 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | N/A | N/A | 605,430 |
Contrarian Core Fund | N/A | N/A | 1,004,339 |
Disciplined Small Core Fund | N/A | N/A | 131,266 |
Emerging Markets Fund | N/A | N/A | 292,437 |
Global Dividend Opportunity Fund | N/A | N/A | 139,005 |
Global Energy and Natural Resources Fund | N/A | N/A | 48,280 |
Global Technology Growth Fund | N/A | N/A | 0 |
Greater China Fund | N/A | N/A | 37,315 |
Mid Cap Growth Fund | N/A | N/A | 365,736 |
MM Alternative Strategies Fund | N/A | N/A | 202,111 |
MM Small Cap Equity Strategies Fund | N/A | N/A | 349,312 |
MM Total Return Bond Strategies Fund | N/A | N/A | 985,615 |
Small Cap Growth Fund I | N/A | N/A | 126,449 |
Strategic Income Fund (b) | N/A | N/A | 497,333 |
For Funds with fiscal period ending October 31 | |||
CT Intermediate Municipal Bond Fund | N/A | N/A | 36,936 |
Intermediate Municipal Bond Fund | N/A | N/A | 472,435 |
MA Intermediate Municipal Bond Fund | N/A | N/A | 67,735 |
NY Intermediate Municipal Bond Fund | N/A | N/A | 64,375 |
Strategic CA Municipal Income Fund | N/A | N/A | 119,000 |
Strategic NY Municipal Income Fund | N/A | N/A | 44,957 |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | N/A | N/A | 97,784 |
(a) | The Fund did not pay an administrative services fee under the Administrative Services Agreement because payment for such services was included in its Unitary Fee. |
(b) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. |
Statement of Additional Information – May 1, 2019 | 148 |
Statement of Additional Information – May 1, 2019 | 149 |
(a) | For the period from October 24, 2017 (commencement of operations) to March 31, 2018. |
(b) | The Fund commenced operations on April 4, 2018, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(d) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
(e) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2019 | 150 |
Distribution Fee | Service Fee | Combined Total | |
Class A | up to 0.10% | 0.25% | Up to 0.25% (a)(b) |
Class A for Multi-Manager Strategies Funds | up to 0.25% | up to 0.25% | 0.25% (c) |
Class Adv | None | None | None |
Class C | 0.75% | 0.25% | 1.00% (b)(d) |
Class Inst | None | None | None |
Class Inst2 | None | None | None |
Class Inst3 | None | None | None |
Class E | 0.10% | 0.25% | 0.35% |
Class R | 0.50% | — (e) | 0.50% |
Class V | None | 0.50% (f) | 0.50% (f) |
(a) | As shown in the table below, the maximum distribution and service fees of Class A shares varies among the Funds. |
Funds |
Class
A
Distribution Fee |
Class
A
Service Fee |
Class
A
Combined Total |
Adaptive Risk Allocation Fund, Alternative Beta Fund, Bond Fund, Corporate Income Fund, CT Intermediate Municipal Bond Fund, Emerging Markets Fund, Global Dividend Opportunity Fund, Global Energy and Natural Resources Fund, Greater China Fund, MA Intermediate Municipal Bond Fund, Multi-Asset Income Fund, NY Intermediate Municipal Bond Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Small Cap Value Fund I, Strategic CA Municipal Income Fund, Strategic Income Fund, Strategic NY Municipal Income Fund, U.S. Social Bond Fund and U.S. Treasury Index Fund | — | 0.25% | 0.25% |
HY Municipal Fund, Intermediate Municipal Bond Fund, and Tax-Exempt Fund | — | 0.20% | 0.20% |
Balanced Fund, Contrarian Core Fund, Disciplined Small Core Fund, Dividend Income Fund, Global Technology Growth Fund, Large Cap Growth Fund, Mid Cap Growth Fund, OR Intermediate Municipal Bond Fund, Real Estate Equity Fund, Small Cap Growth Fund I and Total Return Bond Fund | up to 0.10% | up to 0.25% | Up to 0.35%; these Funds may pay distribution and service fees up to a maximum of 0.35% of their average daily net assets attributable to Class A shares but currently limit such fees to an aggregate fee of not more than 0.25% |
Ultra Short Term Bond Fund | up to 0.15% | up to 0.15% | up to 0.15% |
(b) | The annual service fee for Class A and Class C shares of HY Municipal Fund, Intermediate Municipal Bond Fund and Tax-Exempt Fund may equal up to 0.20% of the average daily net asset value of all shares of such Fund class. The annual distribution fee for Class C shares for Intermediate Municipal Bond Fund shall be 0.65% of the average daily net assets of the Fund’s Class C shares. The Distributor has voluntarily agreed to waive the Service Fee for Class A and Class C shares of U.S. Treasury Index Fund so that the Service Fee does not exceed 0.15% annually. This arrangement may be modified by the Distributor at any time. |
(c) | Class A shares of Multi-Manager Strategies Funds may pay distribution and service fees up to a maximum of 0.25% of the Fund’s average daily net assets attributable to Class A shares (comprised of up to 0.25% for distribution services and up to 0.25% for shareholder liaison services). |
(d) | The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the distribution fee does not exceed the specified percentage annually: 0.45% for CT Intermediate Municipal Bond Fund, MA Intermediate Municipal Bond Fund, NY Intermediate Municipal Bond Fund, OR Intermediate Municipal Bond Fund, Strategic CA Municipal Income Fund and Strategic NY Municipal Income Fund; 0.60% for Corporate Income Fund; 0.65% for HY Municipal Fund and Tax-Exempt Fund; and 0.70% for U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time. |
Statement of Additional Information – May 1, 2019 | 151 |
(f) | The shareholder servicing fees for Class V shares are up to 0.50% of average daily net assets attributable to Class V shares for equity Funds and 0.40% for fixed income Funds. In general, the Funds currently limit such fees to a maximum of 0.25% for equity Funds and 0.15% for fixed income Funds. These fees for Class V shares are not paid pursuant to a Rule 12b-1 plan. See Class V Shares Shareholder Service Fees below for more information. |
Statement of Additional Information – May 1, 2019 | 152 |
Fund | Class A | Class C | Class R | Class V |
For Funds with fiscal period ending March 31 | ||||
MM Growth Strategies Fund | $31,224 | N/A | N/A | N/A |
Pacific/Asia Fund | 9,528 | $12,041 | N/A | N/A |
Select Large Cap Growth Fund | 1,083,340 | 1,478,086 | $67,135 | N/A |
For Funds with fiscal period ending April 30 | ||||
Bond Fund | 131,733 | 76,836 | 3,677 | $14,709 |
Corporate Income Fund | 178,666 | 77,740 | N/A | N/A |
MM Directional Alternative Strategies Fund | 2,754 | N/A | N/A | N/A |
Multi-Asset Income Fund | 3,019 | 9,397 | N/A | N/A |
Small Cap Value Fund I | 633,918 | 243,609 | 18,836 | N/A |
Total Return Bond Fund | 1,950,891 | 443,726 | 10,364 | N/A |
U.S. Treasury Index Fund | 73,219 | 46,063 | N/A | N/A |
For Funds with fiscal period ending May 31 | ||||
Adaptive Risk Allocation Fund | 312,198 | 1,051,672 | 13,682 | N/A |
Alternative Beta Fund | 12,324 | 9,557 | 47 | N/A |
Dividend Income Fund | 4,545,343 | 7,892,966 | 514,160 | 203,911 |
HY Municipal Fund | 266,234 | 431,057 | N/A | N/A |
For Funds with fiscal period ending July 31 | ||||
Large Cap Growth Fund (a) | 4,726,569 | 1,023,500 | 115,149 | 504,801 |
OR Intermediate Municipal Bond Fund | 101,416 | 147,151 | N/A | N/A |
Tax-Exempt Fund | 5,525,059 | 827,530 | N/A | N/A |
U.S. Social Bond Fund | 14,820 | 13,490 | N/A | N/A |
Ultra Short Term Bond Fund | N/A | N/A | N/A | N/A |
For Funds with fiscal period ending August 31 | ||||
Balanced Fund | 7,202,145 | 15,972,816 | 681,885 | N/A |
Contrarian Core Fund | 4,820,995 | 7,502,601 | 701,365 | 397,804 |
Disciplined Small Core Fund | 108,882 | 93,388 | N/A | 141,246 |
Emerging Markets Fund | 744,390 | 283,808 | 58,797 | N/A |
Global Dividend Opportunity Fund | 244,989 | 69,121 | 8,865 | N/A |
Global Energy and Natural Resources Fund | 206,786 | 135,396 | 67,123 | N/A |
Global Technology Growth Fund | 747,006 | 1,179,452 | N/A | N/A |
Greater China Fund | 197,349 | 99,478 | N/A | N/A |
Mid Cap Growth Fund | 2,164,300 | 387,177 | 68,519 | 59,840 |
MM Alternative Strategies Fund | 4,053 | N/A | N/A | N/A |
MM Small Cap Equity Strategies Fund | 12,362 | N/A | N/A | N/A |
MM Total Return Bond Strategies Fund | 42,615 | N/A | N/A | N/A |
Small Cap Growth Fund I | 531,914 | 128,031 | 7,107 | N/A |
Strategic Income Fund | 2,734,833 | 3,375,633 | 35,229 | N/A |
For Funds with fiscal period ending October 31 | ||||
CT Intermediate Municipal Bond Fund | 16,608 | 23,255 | N/A | 15,096 |
Statement of Additional Information – May 1, 2019 | 153 |
Fund | Class A | Class C | Class R | Class V |
Intermediate Municipal Bond Fund | $342,764 | $320,825 | N/A | $19,508 |
MA Intermediate Municipal Bond Fund | 47,138 | 47,929 | N/A | 25,620 |
NY Intermediate Municipal Bond Fund | 35,578 | 102,940 | N/A | 9,452 |
Strategic CA Municipal Income Fund | 829,285 | 293,417 | N/A | N/A |
Strategic NY Municipal Income Fund | 323,552 | 178,998 | N/A | N/A |
For Funds with fiscal period ending December 31 | ||||
Real Estate Equity Fund | 184,483 | 86,775 | $29,275 | N/A |
(a) | The Fund paid distribution and/or service fees of $58,290 for Class E shares for the fiscal year ended 2018. |
Statement of Additional Information – May 1, 2019 | 154 |
Amounts Reimbursed | |||
2018 | 2017 | 2016 | |
For Funds with fiscal period ending March 31 | |||
Adaptive Retirement 2020 Fund | $47,148 (a) | N/A | N/A |
Adaptive Retirement 2025 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2030 Fund | 48,214 (a) | N/A | N/A |
Adaptive Retirement 2035 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2040 Fund | 46,232 (a) | N/A | N/A |
Adaptive Retirement 2045 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2050 Fund | 46,222 (a) | N/A | N/A |
Adaptive Retirement 2055 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2060 Fund | 46,227 (a) | N/A | N/A |
MM Growth Strategies Fund | 0 | $0 | $0 |
Pacific/Asia Fund | 2,239 | 0 | 0 |
Select Large Cap Growth Fund | 0 | 0 | 0 |
Solutions Aggressive Portfolio | 51,039 (a) | N/A | N/A |
Solutions Conservative Portfolio | 50,910 (a) | N/A | N/A |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 578,904 | 784,175 | 908,180 |
Corporate Income Fund | 349,553 | 555,872 | 476,459 |
MM Directional Alternative Strategies Fund | 0 | 268,331 (c) | N/A |
Multi-Asset Income Fund | 388,054 | 330,226 | 411,083 |
Small Cap Value Fund I | 96,248 | 43,690 | 1,923 |
Total Return Bond Fund | 1,020,718 | 1,085,663 | 1,507,986 |
U.S. Treasury Index Fund | 1,497,321 | 1,625,963 | 1,037,002 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 0 | 0 | 331,893 |
Alternative Beta Fund | 0 | 183,218 | 976,916 |
Dividend Income Fund | 0 | 0 | 0 |
HY Municipal Fund | 278,084 | 570,809 | 788,955 |
For Funds with fiscal period ending July 31 | |||
Large Cap Growth Fund | 0 | 0 | 0 |
OR Intermediate Municipal Bond Fund | 86 | 0 | 39,812 |
Tax-Exempt Fund | 0 | 0 | 0 |
Statement of Additional Information – May 1, 2019 | 155 |
Amounts Reimbursed | |||
2018 | 2017 | 2016 | |
U.S. Social Bond Fund | $222,942 | $207,641 | $217,320 |
Ultra Short Term Bond Fund | 77,707 | 88,030 | 83,758 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 0 | 0 | 0 |
Contrarian Core Fund | 0 | 0 | 0 |
Disciplined Small Core Fund | 84,447 | 104,936 | 38,331 |
Emerging Markets Fund | 0 | 277,910 | 0 |
Global Dividend Opportunity Fund | 885,748 | 803,209 | 767,205 |
Global Energy and Natural Resources Fund | 0 | 0 | 0 |
Global Technology Growth Fund | 0 | 0 | 0 |
Greater China Fund | 0 | 0 | 0 |
Mid Cap Growth Fund | 0 | 0 | 0 |
MM Alternative Strategies Fund | 0 | 0 | 0 |
MM International Equity Strategies Fund | 0 (d) | N/A | N/A |
MM Small Cap Equity Strategies Fund | 943,335 | 2,192,588 | 1,786,978 |
MM Total Return Bond Strategies Fund | 0 | 0 | 0 |
Small Cap Growth Fund I | 47,398 | 186,196 | 135,594 |
Strategic Income Fund | 0 | 0 (e) | 97,786 |
For Funds with fiscal period ending October 31 | |||
CT Intermediate Municipal Bond Fund | 124,677 | 201,139 | 277,658 |
Intermediate Municipal Bond Fund | 841,598 | 1,306,973 | 2,078,361 |
MA Intermediate Municipal Bond Fund | 202,996 | 311,514 | 446,678 |
NY Intermediate Municipal Bond Fund | 318,672 | 430,003 | 591,994 |
Strategic CA Municipal Income Fund | 14,781 | 75,096 | 348,734 |
Strategic NY Municipal Income Fund | 100,551 | 122,135 | 226,407 |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | 0 | 0 | 0 |
(a) | For the period from October 24, 2017 (commencement of operations) to March 31, 2018. |
(b) | The Fund commenced operations on April 4, 2018, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(d) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
(e) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Fees Waived | |||
2018 | 2017 | 2016 | |
For Funds with fiscal period ending March 31 | |||
Select Large Cap Growth Fund | $151,035 | $0 | $0 |
For Funds with fiscal period ending April 30 | |||
Corporate Income Fund | 13,719 | 17,580 | 19,565 |
U.S. Treasury Index Fund | 56,944 | 63,033 | 44,856 |
For Funds with fiscal period ending May 31 |
Statement of Additional Information – May 1, 2019 | 156 |
Fees Waived | |||
2018 | 2017 | 2016 | |
Alternative Beta Fund | $1,402,288 | $635,534 | $214,103 |
HY Municipal Fund | 50,713 | 59,246 | 42,675 |
For Funds with fiscal period ending July 31 | |||
OR Intermediate Municipal Bond Fund | 63,065 | 79,310 | 78,724 |
Tax-Exempt Fund | 97,357 | 114,808 | 107,301 |
U.S. Social Bond Fund | 142 | 387 | 0 |
For Funds with fiscal period ending August 31 | |||
Disciplined Small Core Fund | 1,589 | 3,940 | 0 |
Emerging Markets Fund | 25,332 | 28,676 | 0 |
MM Total Return Bond Strategies Fund | 60,825 | 327,050 | 201,700 |
Strategic Income Fund | 3,935 | 8,952 (a) | 0 |
For Funds with fiscal period ending October 31 | |||
CT Intermediate Municipal Bond Fund | 9,967 | 14,338 | 18,599 |
MA Intermediate Municipal Bond Fund | 20,541 | 26,642 | 29,880 |
NY Intermediate Municipal Bond Fund | 44,153 | 59,696 | 67,077 |
Strategic CA Municipal Income Fund | 125,773 | 148,406 | 149,221 |
Strategic NY Municipal Income Fund | 76,889 | 87,538 | 76,118 |
(a) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2019 | 157 |
Statement of Additional Information – May 1, 2019 | 158 |
Statement of Additional Information – May 1, 2019 | 159 |
Statement of Additional Information – May 1, 2019 | 160 |
Statement of Additional Information – May 1, 2019 | 161 |
Statement of Additional Information – May 1, 2019 | 162 |
Name, address, year of birth |
Position
held with Subsidiary
and length of service |
Principal occupation during past five years |
Anthony
P. Haugen
807 Ameriprise Financial Center, Minneapolis, MN 55474-2405 Born 1964 |
Director
since
November 2013 |
Vice
President – Finance, Ameriprise Financial, Inc.
since June 2004 |
Amy
K. Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 Born 1965 |
Director
since
November 2013 |
See Fund Governance – Fund Officers . |
Christopher
O. Petersen
5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 Born 1970 |
Director
since
January 2015 |
See Fund Governance – Fund Officers . |
Statement of Additional Information – May 1, 2019 | 163 |
Subsidiary |
Assets
(millions) |
Annual
rate at
each asset level (a) |
ASGM Offshore Fund, Ltd. | $0 - $500 | 1.100% |
ASMF Offshore Fund, Ltd. | >$500 - $1,000 | 1.050% |
(Subsidiaries of MM Alternative Strategies Fund) | >$1,000 - $3,000 | 1.020% |
>$3,000 - $6,000 | 0.990% | |
>$6,000 - $12,000 | 0.960% | |
>$12,000 | 0.950% | |
CAAF Offshore Fund, Ltd. | $0 - $500 | 0.960% |
(Subsidiary of Alternative Beta Fund) | >$500 - $1,000 | 0.955% |
>$1,000 - $3,000 | 0.950% | |
>$3,000 - $12,000 | 0.940% | |
>$12,000 | 0.930% |
(a) | When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the daily net assets of the Fund. |
Statement of Additional Information – May 1, 2019 | 164 |
Statement of Additional Information – May 1, 2019 | 165 |
Name, Address, Year of Birth | Position Held with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
David
M. Moffett
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1952 |
Trustee
2011 |
Retired; Consultant to Bridgewater and Associates | 69 | Director, CSX Corporation (transportation suppliers); Genworth Financial, Inc. (financial and insurance products and services); Paypal Holdings Inc. (payment and data processing services); Trustee, University of Oklahoma Foundation; former Director, eBay Inc. (online trading community), 2007-2015; and former Director, CIT Bank, CIT Group Inc. (commercial and consumer finance), 2010-2016 | Compliance, Audit, Investment Oversight Committee #1 |
John
J. Neuhauser
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1943 |
Trustee
1984 |
President, Saint Michael’s College from August 2007 to June 2018; Director or Trustee of several non-profit organizations, including University of Vermont Medical Center; Academic Vice President and Dean of Faculties, Boston College from August 1999 to October 2005; University Professor, Boston College from November 2005 to August 2007 | 69 | Liberty All-Star Equity Fund and Liberty All-Star Growth Fund (closed-end funds) | Advisory Fees & Expenses, Product and Distribution, Investment Oversight Committee #2 |
Patrick
J. Simpson
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1944 |
Trustee
2000 |
Of Counsel, Perkins Coie LLP (law firm) since 2015; Partner, Perkins Coie LLP from 1988 to 2014 | 69 | M Fund, Inc. (M Funds mutual fund family) | Advisory Fees & Expenses, Audit, Governance, Investment Oversight Committee #1 |
Anne-Lee
Verville
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1945 |
Trustee
1998 |
Retired. General Manager, Global Education Industry from 1994 to 1997, President – Application Systems Division from 1991 to 1994, Chief Financial Officer – US Marketing & Services from 1988 to 1991, and Chief Information Officer from 1987 to 1988, IBM Corporation (computer and technology) | 69 | Enesco Group, Inc. (producer of giftware and home and garden decor products) from 2001 to 2006 | Audit, Compliance, Investment Oversight Committee #1 |
Statement of Additional Information – May 1, 2019 | 166 |
Name, Address, Year of Birth | Position Held with the Funds and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
J.
Kevin Connaughton
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1964 |
Independent
Trustee Consultant
2016 |
Independent Trustee Consultant, Columbia Funds since March 2016; Adjunct Professor of Finance, Bentley University since November 2017; Managing Director and General Manager of Mutual Fund Products, Columbia Management Investment Advisers, LLC from May 2010 to February 2015; President, Columbia Funds from 2009 to 2015; and senior officer of Columbia Funds and affiliated funds from 2003 to 2015 | 69 | Director, The Autism Project since March 2015; Investment Committee, St. Michael’s College since November 2015; Trustee, St. Michael’s College since June 2017; former Trustee, New Century Portfolios, March 2015 – December 2017; formerly on Board of Governors, Gateway Healthcare, January 2016 – December 2017 | Product and Distribution, Advisory Fees & Expenses, Audit, Investment Oversight Committees #1 & #2 |
Natalie
A. Trunow
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1967 |
Independent
Trustee Consultant
2016 |
Independent Trustee Consultant, Columbia Funds since September 2016; Chief Executive Officer, Millennial Portfolio Solutions LLC (asset management and consulting services) since January 2016; Director of Investments, Casey Family Programs from April 2016 to September 2016; Senior Vice President and Chief Investment Officer, Calvert Investments from August 2008 to January 2016; Section Head and Portfolio Manager, General Motors Asset Management from June 1997 to August 2008 | 69 | Director, Health Services for Children with Special Needs, Inc.; Director, Consumer Credit Counseling Services (formerly Guidewell Financial Solutions) | Product and Distribution, Advisory Fees & Expenses, Compliance, Investment Oversight Committees #1 & #2 |
* | J. Kevin Connaughton was appointed consultant to the Independent Trustees effective March 1, 2016. Natalie A. Trunow was appointed consultant to the Independent Trustees effective September 1, 2016. Shareholders of the Funds are expected to be asked to elect each of Mr. Connaughton and Ms. Trunow as a Trustee at a future shareholder meeting. |
Statement of Additional Information – May 1, 2019 | 167 |
Name,
Address,
Year of Birth |
Position
Held
with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
William
F. Truscott
c/o Columbia Management Investment Advisers, LLC, 225 Franklin St. Boston, MA 02110 1960 |
Trustee
2012 |
Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively; Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010 - September 2012); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006; Director, Threadneedle Asset Management Holdings, SARL since 2014; President and Chief Executive Officer, Ameriprise Certificate Company, 2006 - August 2012. | 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 – May 1, 2019 | 168 |
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 |
Joseph
Beranek
5890 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 |
Treasurer and Chief Accounting Officer (Principal Accounting Officer) (2019) | Vice President - Mutual Fund Accounting and Financial Reporting, Columbia Management Investment Advisers, LLC, since December 2018 and March 2017, respectively (previously Vice President – Pricing and Corporate Actions, May 2010 – March 2017). |
Paul
B. Goucher
485 Lexington 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 March 2015 (previously Vice President and Assistant Secretary, May 2010 – March 2015). |
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 – May 1, 2019 | 169 |
Statement of Additional Information – May 1, 2019 | 170 |
Statement of Additional Information – May 1, 2019 | 171 |
Fiscal Period |
Audit
Committee |
Governance
Committee |
Advisory
Fees
& Expenses Committee |
Compliance
Committee |
Investment
Oversight Committee |
Product
&
Distribution Committee |
For
the fiscal year
ending January 31, 2018 |
5 | 6 | 7 | 6 | 11 | 5 |
For
the fiscal year
ending March 31, 2018 |
5 | 6 | 6 | 5 | 11 | 5 |
For
the fiscal year
ending April 30, 2018 |
5 | 6 | 7 | 5 | 12 | 5 |
For
the fiscal year
ending May 31, 2018 |
4 | 5 | 6 | 4 | 12 | 4 |
For
the fiscal year
ending July 31, 2018 |
4 | 4 | 5 | 4 | 10 | 4 |
For
the fiscal year
ending August 31, 2018 |
5 | 5 | 6 | 5 | 12 | 5 |
For
the fiscal year
ending October 31, 2018 |
4 | 4 | 5 | 4 | 8 | 4 |
For
the fiscal year
ending December 31, 2018 |
4 | 6 | 5 | 4 | 8 | 4 |
Statement of Additional Information – May 1, 2019 | 172 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Neuhauser | Simpson | Verville |
Adaptive Retirement 2020 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2025 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2030 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2035 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2040 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2045 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2050 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2055 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2060 Fund | A | A | A | A | A | A | A |
Adaptive Risk Allocation Fund | A | E | A | A | A | A | A |
Alternative Beta Fund | A | A | A | A | A | A | A |
Balanced Fund | D | A | A | A | A | D | D (a) |
Bond Fund | A | A | A | A | A | A | C (a) |
Contrarian Core Fund | E (a) | A | A | A | A | A | A |
Corporate Income Fund | D (a) | A | A | A | A | A | A |
CT Intermediate Municipal Bond Fund | A | A | A | A | A | A | A |
Disciplined Small Core Fund | A | A | A | A | A | A | A |
Dividend Income Fund | E (a) | A | A | A | A | E (a) | A |
Emerging Markets Fund | A | A | A | A | A | E (a) | A |
Global Dividend Opportunity Fund | A | A | A | A | A | A | A |
Global Energy and Natural Resources Fund | A | A | A | A | A | D (a) | A |
Global Technology Growth Fund | A | A | E | E (a) | A | A | A |
Greater China Fund | A | A | A | A | A | A | A |
HY Municipal Fund | A | A | A | A | A | A | A |
Intermediate Municipal Bond Fund | A | A | A | A | A | A | A |
Large Cap Growth Fund | E | A | A | A | A | E (a) | D (a) |
MA Intermediate Municipal Bond Fund | A | A | A | A | A | A | A |
Mid Cap Growth Fund | A | E | A | A | A | B | A |
MM Alternative Strategies Fund | A | A | A | A | A | A | A |
MM Directional Alternative Strategies Fund | A | A | A | A | A | A | A |
MM Growth Strategies Fund | A | A | A | A | A | A | A |
MM International Equity Strategies Fund | A | A | A | A | A | A | A |
MM Small Cap Equity Strategies Fund | A | A | A | A | A | A | A |
MM Total Return Bond Strategies Fund | A | A | A | A | A | A | A |
Multi-Asset Income Fund | A | E | A | A | A | A | A |
NY Intermediate Municipal Bond Fund | A | A | A | A | A | A | A |
OR Intermediate Municipal Bond Fund | A | A | A | A | A | A | A |
Pacific/Asia Fund | A | A | A | A | A | A | A |
Real Estate Equity Fund | A | A | A | A | A | E (a) | A |
Select Large Cap Growth Fund | A | E | A | A | A | A | A |
Small Cap Growth Fund I | A | A | A | A | A | E (a) | A |
Small Cap Value Fund I | A | A | A | A | E | E (a) | A |
Solutions Aggressive Portfolio | A | A | A | A | A | A | A |
Statement of Additional Information – May 1, 2019 | 173 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Neuhauser | Simpson | Verville |
Solutions Conservative Portfolio | A | A | A | A | A | A | A |
Strategic CA Municipal Income Fund | A | A | A | A | A | A | A |
Strategic Income Fund | A | A | A | A | A | A | D (a) |
Strategic NY Municipal Income Fund | A | A | A | A | A | A | A |
Tax-Exempt Fund | A | A | A | A | E | A | A |
Total Return Bond Fund | A | A | A | A | A | E (a) | A |
U.S. Social Bond Fund | A | A | A | A | A | A | A |
U.S. Treasury Index Fund | A | A | A | A | A | A | A |
Ultra Short Term Bond Fund | A | A | A | A | A | A | A |
Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee | E (a) | E | E | E (a) | E | E (a) | E (a) |
(a) | Includes the value of compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Complex overseen by the Trustee as specified by the Trustee. |
Fund | Connaughton | Trunow |
Adaptive Retirement 2020 Fund | A | A |
Adaptive Retirement 2025 Fund | A | A |
Adaptive Retirement 2030 Fund | A | A |
Adaptive Retirement 2035 Fund | A | A |
Adaptive Retirement 2040 Fund | A | A |
Adaptive Retirement 2045 Fund | A | A |
Adaptive Retirement 2050 Fund | A | A |
Adaptive Retirement 2055 Fund | A | A |
Adaptive Retirement 2060 Fund | A | A |
Adaptive Risk Allocation Fund | A | A |
Alternative Beta Fund | A | A |
Balanced Fund | C | A |
Bond Fund | A | A |
Contrarian Core Fund | E | A |
Corporate Income Fund | A | A |
CT Intermediate Municipal Bond Fund | A | A |
Disciplined Small Core Fund | A | A |
Dividend Income Fund | A | A |
Emerging Markets Fund | A | C (a) |
Global Dividend Opportunity Fund | A | A |
Global Energy and Natural Resources Fund | A | A |
Global Technology Growth Fund | A | A |
Greater China Fund | A | C (a) |
HY Municipal Fund | A | A |
Intermediate Municipal Bond Fund | A | A |
Large Cap Growth Fund | A | A |
MA Intermediate Municipal Bond Fund | A | A |
Mid Cap Growth Fund | A | A |
MM Alternative Strategies Fund | A | A |
Statement of Additional Information – May 1, 2019 | 174 |
Fund | Connaughton | Trunow |
MM Directional Alternative Strategies Fund | A | A |
MM Growth Strategies Fund | A | A |
MM International Equity Strategies Fund | A | A |
MM Small Cap Equity Strategies Fund | A | A |
MM Total Return Bond Strategies Fund | A | A |
Multi-Asset Income Fund | A | A |
NY Intermediate Municipal Bond Fund | A | A |
OR Intermediate Municipal Bond Fund | A | A |
Pacific/Asia Fund | A | A |
Real Estate Equity Fund | A | A |
Select Large Cap Growth Fund | D | A |
Small Cap Growth Fund I | A | A |
Small Cap Value Fund I | A | A |
Solutions Aggressive Portfolio | A | A |
Solutions Conservative Portfolio | A | A |
Strategic CA Municipal Income Fund | A | A |
Strategic Income Fund | A | A |
Strategic NY Municipal Income Fund | A | A |
Tax-Exempt Fund | A | A |
Total Return Bond Fund | A | A |
U.S. Social Bond Fund | A | A |
U.S. Treasury Index Fund | A | C (a) |
Ultra Short Term Bond Fund | A | A |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Consultant |
E | D (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 Consultant as specified by the Consultant. |
Fund | Truscott |
Adaptive Retirement 2020 Fund | A |
Adaptive Retirement 2025 Fund | A |
Adaptive Retirement 2030 Fund | A |
Adaptive Retirement 2035 Fund | A |
Adaptive Retirement 2040 Fund | A |
Adaptive Retirement 2045 Fund | A |
Adaptive Retirement 2050 Fund | A |
Adaptive Retirement 2055 Fund | A |
Adaptive Retirement 2060 Fund | A |
Adaptive Risk Allocation Fund | E |
Alternative Beta Fund | E |
Balanced Fund | A |
Bond Fund | A |
Contrarian Core Fund | E |
Corporate Income Fund | A |
Statement of Additional Information – May 1, 2019 | 175 |
Fund | Truscott |
CT Intermediate Municipal Bond Fund | A |
Disciplined Small Core Fund | A |
Dividend Income Fund | A |
Emerging Markets Fund | E |
Global Dividend Opportunity Fund | A |
Global Energy and Natural Resources Fund | A |
Global Technology Growth Fund | A |
Greater China Fund | A |
HY Municipal Fund | A |
Intermediate Municipal Bond Fund | A |
Large Cap Growth Fund | D |
MA Intermediate Municipal Bond Fund | A |
Mid Cap Growth Fund | A |
MM Alternative Strategies Fund | A |
MM Directional Alternative Strategies Fund | A |
MM Growth Strategies Fund | A |
MM International Equity Strategies Fund | A |
MM Small Cap Equity Strategies Fund | A |
MM Total Return Bond Strategies Fund | A |
Multi-Asset Income Fund | A |
NY Intermediate Municipal Bond Fund | A |
OR Intermediate Municipal Bond Fund | A |
Pacific/Asia Fund | A |
Real Estate Equity Fund | A |
Select Large Cap Growth Fund | E |
Small Cap Growth Fund I | A |
Small Cap Value Fund I | A |
Solutions Aggressive Portfolio | A |
Solutions Conservative Portfolio | A |
Strategic CA Municipal Income Fund | A |
Strategic Income Fund | E |
Strategic NY Municipal Income Fund | A |
Tax-Exempt Fund | A |
Total Return Bond Fund | B |
U.S. Social Bond Fund | A |
U.S. Treasury Index Fund | B |
Ultra Short Term Bond Fund | A |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Trustee |
E |
Statement of Additional Information – May 1, 2019 | 176 |
Trustee Name |
Total
Cash Compensation
from the Columbia Funds Complex Paid to Trustee (a) |
Amount
Deferred
from Total Compensation (b) |
Trustee | ||
Janet L. Carrig | $299,500 | $299,500 |
Douglas A. Hacker | $414,500 | $0 |
Nancy T. Lukitsh | $311,500 | $0 |
David M. Moffett | $302,000 | $302,000 |
John J. Neuhauser | $300,000 | $0 |
Patrick J. Simpson | $312,000 | $127,000 |
Anne-Lee Verville | $295,000 | $0 |
Consultant | ||
J. Kevin Connaughton (c) | $280,000 | $0 |
Natalie Trunow (d) | $280,000 | $175,000 |
(a) | Includes any portion of cash compensation Trustees elected to defer during the fiscal period. |
(b) | The Trustees may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below. |
(c) | Mr. Connaughton receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). |
(d) | Ms. Trunow receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). |
Statement of Additional Information – May 1, 2019 | 177 |
Statement of Additional Information – May 1, 2019 | 178 |
Fund | Aggregate Compensation from Fund | ||||||||||
Independent Trustees | Consultant to Independent Trustees | ||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
David
M.
Moffett (b) |
Charles
R.
Nelson (c) |
John
J.
Neuhauser |
Patrick
J.
Simpson (d) |
Anne-Lee
Verville (e) |
J.
Kevin
Connaughton (f) |
Natalie
A.
Trunow (g) |
||
Amount Deferred | $6,415 | $0 | $0 | $2,742 | $0 | $0 | $2,952 | $0 | $0 | $3,526 | |
Alternative Beta Fund | $2,859 | $3,965 | $2,765 | $2,713 | $1,566 | $2,788 | $2,980 | $2,741 | $2,562 | $2,562 | |
Amount Deferred | $2,859 | $0 | $0 | $1,151 | $0 | $0 | $1,328 | $0 | $0 | $1,556 | |
Dividend Income Fund | $23,220 | $32,256 | $22,476 | $22,026 | $12,675 | $22,670 | $24,200 | $22,279 | $20,928 | $20,928 | |
Amount Deferred | $23,220 | $0 | $0 | $9,410 | $0 | $0 | $16,762 | $0 | $0 | $12,714 | |
HY Municipal Fund | $3,177 | $4,407 | $3,066 | $3,022 | $1,805 | $3,095 | $3,308 | $3,041 | $2,843 | $2,843 | |
Amount Deferred | $3,177 | $0 | $0 | $1,206 | $0 | $0 | $1,477 | $0 | $0 | $1,724 | |
For Funds with fiscal period ending July 31 | |||||||||||
OR Intermediate Municipal Bond Fund | $2,325 | $3,233 | $2,356 | $2,201 | $857 | $2,347 | $2,423 | $2,308 | $2,150 | $2,150 | |
Amount Deferred | $2,325 | $0 | $0 | $1,454 | $0 | $0 | $930 | $0 | $0 | $1,323 | |
Large Cap Growth Fund | $8,529 | $11,880 | $8,657 | $8,080 | $2,970 | $8,614 | $8,894 | $8,470 | $7,938 | $7,938 | |
Amount Deferred | $8,529 | $0 | $0 | $5,525 | $0 | $0 | $3,712 | $0 | $0 | $4,891 | |
Tax-Exempt Fund | $8,668 | $12,065 | $8,790 | $8,203 | $3,136 | $8,755 | $9,033 | $8,608 | $8,042 | $8,042 | |
Amount Deferred | $8,668 | $0 | $0 | $5,488 | $0 | $0 | $3,787 | $0 | $0 | $4,952 | |
U.S. Social Bond Fund | $1,596 | $2,220 | $1,618 | $1,513 | $585 | $1,612 | $1,664 | $1,585 | $1,476 | $1,476 | |
Amount Deferred | $1,596 | $0 | $0 | $1,002 | $0 | $0 | $639 | $0 | $0 | $908 | |
Ultra Short Term Bond Fund | $4,318 | $6,000 | $4,371 | $4,086 | $1,687 | $4,360 | $4,497 | $4,287 | $3,975 | $3,975 | |
Amount Deferred | $4,318 | $0 | $0 | $2,599 | $0 | $0 | $1,908 | $0 | $0 | $2,444 | |
For Funds with fiscal period ending August 31 | |||||||||||
Balanced Fund | $15,818 | $21,987 | $16,187 | $14,741 | $4,177 | $15,733 | $16,485 | $15,466 | $14,599 | $14,599 | |
Amount Deferred | $15,818 | $0 | $0 | $11,363 | $0 | $0 | $6,955 | $0 | $0 | $8,997 | |
Contrarian Core Fund | $23,688 | $32,891 | $24,242 | $22,068 | $6,177 | $23,544 | $24,685 | $23,145 | $21,800 | $21,800 | |
Amount Deferred | $23,688 | $0 | $0 | $17,086 | $0 | $0 | $10,450 | $0 | $0 | $13,438 | |
Disciplined Small Core Fund | $1,877 | $2,620 | $1,920 | $1,751 | $536 | $1,871 | $1,956 | $1,839 | $1,748 | $1,748 | |
Amount Deferred | $1,877 | $0 | $0 | $1,308 | $0 | $0 | $816 | $0 | $0 | $1,076 | |
Emerging Markets Fund | $4,353 | $6,048 | $4,453 | $4,055 | $1,148 | $4,329 | $4,537 | $4,255 | $4,011 | $4,011 | |
Amount Deferred | $4,353 | $0 | $0 | $3,128 | $0 | $0 | $1,918 | $0 | $0 | $2,472 | |
Global Dividend Opportunity Fund | $2,669 | $3,719 | $2,731 | $2,490 | $741 | $2,658 | $2,782 | $2,613 | $2,474 | $2,474 | |
Amount Deferred | $2,669 | $0 | $0 | $1,881 | $0 | $0 | $1,168 | $0 | $0 | $1,523 | |
Global Energy and Natural Resources Fund | $1,974 | $2,747 | $2,019 | $1,841 | $546 | $1,964 | $2,057 | $1,930 | $1,824 | $1,824 | |
Amount Deferred | $1,974 | $0 | $0 | $1,391 | $0 | $0 | $867 | $0 | $0 | $1,123 | |
Global Technology Growth Fund | $3,521 | $4,858 | $3,604 | $3,277 | $868 | $3,484 | $3,669 | $3,427 | $3,181 | $3,181 | |
Amount Deferred | $3,521 | $0 | $0 | $2,580 | $0 | $0 | $1,591 | $0 | $0 | $1,962 | |
Greater China Fund | $1,776 | $2,471 | $1,817 | $1,657 | $491 | $1,767 | $1,851 | $1,737 | $1,641 | $1,641 | |
Amount Deferred | $1,776 | $0 | $0 | $1,252 | $0 | $0 | $780 | $0 | $0 | $1,011 | |
Mid Cap Growth Fund | $5,171 | $7,185 | $5,293 | $4,816 | $1,394 | $5,141 | $5,389 | $5,054 | $4,761 | $4,761 | |
Amount Deferred | $5,171 | $0 | $0 | $3,682 | $0 | $0 | $2,282 | $0 | $0 | $2,933 | |
MM Alternative Strategies Fund | $2,635 | $3,667 | $2,696 | $2,458 | $725 | $2,622 | $2,746 | $2,578 | $2,434 | $2,434 | |
Amount Deferred | $2,635 | $0 | $0 | $1,862 | $0 | $0 | $1,158 | $0 | $0 | $1,499 | |
MM International Equity Strategies Fund (j) | $1,501 | $1,890 | $1,557 | $1,405 | $0 | $1,390 | $1,538 | $1,372 | $1,038 | $1,038 | |
Amount Deferred | $1,501 | $0 | $0 | $1,405 | $0 | $0 | $853 | $0 | $0 | $649 | |
MM Small Cap Equity Strategies Fund | $3,822 | $5,293 | $3,912 | $3,563 | $956 | $3,792 | $3,983 | $3,729 | $3,494 | $3,494 | |
Amount Deferred | $3,822 | $0 | $0 | $2,795 | $0 | $0 | $1,701 | $0 | $0 | $2,155 | |
MM Total Return Bond Strategies Fund | $16,589 | $23,003 | $16,979 | $15,452 | $4,318 | $16,473 | $17,289 | $16,199 | $15,196 | $15,196 | |
Amount Deferred | $16,589 | $0 | $0 | $11,964 | $0 | $0 | $7,366 | $0 | $0 | $9,367 | |
Small Cap Growth Fund I | $2,443 | $3,393 | $2,500 | $2,277 | $657 | $2,427 | $2,546 | $2,386 | $2,245 | $2,245 | |
Amount Deferred | $2,443 | $0 | $0 | $1,740 | $0 | $0 | $1,080 | $0 | $0 | $1,383 | |
Strategic Income Fund | $9,384 | $12,993 | $9,605 | $8,744 | $2,372 | $9,310 | $9,780 | $9,155 | $8,567 | $8,567 |
Statement of Additional Information – May 1, 2019 | 179 |
(a) | As of December 31, 2018, the value of Ms. Carrig’s account under the deferred compensation plan was $1,976,442. |
(b) | As of December 31, 2018, the value of Mr. Moffett's account under the deferred compensation plan was $917,294. |
(c) | Mr. Nelson served as Trustee until December 31, 2017, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(d) | As of December 31, 2018, the value of Mr. Simpson’s account under the deferred compensation plan was $2,402,996. |
(e) | As of December 31, 2018, the value of Ms. Verville’s account under the deferred compensation plan was $570,694. |
(f) | Mr. Connaughton receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). |
(g) | Ms. Trunow receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). As of December 31, 2018, the value of Ms. Trunow’s account under the deferred compensation plan was $310,631. |
(h) | For the period from October 24, 2017 (commencement of operations) to March 31, 2018. |
(i) | The Fund was expected to commence operations on or about April 5, 2018. The compensation shown for the Fund is the estimated amount that will be paid from April 5, 2018 to March 31, 2019. |
(j) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
Statement of Additional Information – May 1, 2019 | 180 |
Statement of Additional Information – May 1, 2019 | 181 |
Statement of Additional Information – May 1, 2019 | 182 |
Statement of Additional Information – May 1, 2019 | 183 |
Statement of Additional Information – May 1, 2019 | 184 |
Total Brokerage Commissions | |||
Fund | 2018 | 2017 | 2016 |
Adaptive Retirement 2045 Fund | $0 (b) | N/A | N/A |
Adaptive Retirement 2050 Fund | 60 (a) | N/A | N/A |
Adaptive Retirement 2055 Fund | 0 (b) | N/A | N/A |
Adaptive Retirement 2060 Fund | 60 (a) | N/A | N/A |
MM Growth Strategies Fund | 904,738 | $1,170,504 | $1,540,259 |
Pacific/Asia Fund | 263,091 | 483,636 | 456,905 |
Select Large Cap Growth Fund | 1,102,634 | 1,601,142 | 2,716,236 |
Solutions Aggressive Portfolio | 1,192 (a) | N/A | N/A |
Solutions Conservative Portfolio | 617 (a) | N/A | N/A |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 18,020 | 18,287 | 23,846 |
Corporate Income Fund | 65,595 | 69,484 | 54,070 |
MM Directional Alternative Strategies Fund | 1,248,899 | 930,710 (c) | N/A |
Multi-Asset Income Fund | 25,991 | 21,643 | 22,078 |
Small Cap Value Fund I | 982,446 | 1,212,265 | 1,960,857 |
Total Return Bond Fund | 136,340 | 225,810 | 167,980 |
U.S. Treasury Index Fund | 0 | 0 | 0 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 837,004 | 627,857 | 239,119 |
Alternative Beta Fund | 684 | 17,770 | 46,588 |
Dividend Income Fund | 1,113,679 | 1,356,544 | 1,853,862 |
HY Municipal Fund | 0 | 0 | 0 |
For Funds with fiscal period ending July 31 | |||
Large Cap Growth Fund | 695,098 | 926,115 | 1,107,524 |
OR Intermediate Municipal Bond Fund | 0 | 0 | 0 |
Tax-Exempt Fund | 6,588 | 4,550 | 0 |
U.S. Social Bond Fund | 608 | 332 | 13 |
Ultra Short Term Bond Fund | 0 | 0 | 0 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 2,256,479 | 1,764,194 | 1,567,482 |
Contrarian Core Fund | 5,436,332 | 4,479,950 | 3,952,735 |
Disciplined Small Core Fund | 317,511 | 382,628 | 1,236,808 |
Emerging Markets Fund | 1,865,245 | 2,969,418 | 3,765,444 |
Global Dividend Opportunity Fund | 377,938 | 459,504 | 853,746 |
Global Energy and Natural Resources Fund | 133,855 | 103,062 | 112,438 |
Global Technology Growth Fund | 445,772 | 379,605 | 328,663 |
Greater China Fund | 91,431 | 139,256 | 136,815 |
Mid Cap Growth Fund | 716,940 | 2,081,806 | 2,710,169 |
MM Alternative Strategies Fund | 699,813 | 1,110,334 | 1,059,559 |
MM International Equity Strategies Fund | 598,581 (d) | N/A | N/A |
MM Small Cap Equity Strategies Fund | 2,079,508 | 1,730,634 | 3,051,542 |
MM Total Return Bond Strategies Fund | 429,963 | 420,658 | 489,671 |
Small Cap Growth Fund I | 841,767 | 1,207,610 | 1,065,842 |
Statement of Additional Information – May 1, 2019 | 185 |
(a) | For the period from October 24, 2017 (commencement of operations) to March 31, 2018. |
(b) | The Fund commenced operations on April 4, 2018, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(d) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
(e) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending March 31 | ||
Adaptive Retirement 2020 Fund | $0 (a) | $0 (a) |
Adaptive Retirement 2025 Fund | 0 (b) | 0 (b) |
Adaptive Retirement 2030 Fund | 0 (a) | 0 (a) |
Adaptive Retirement 2035 Fund | 0 (b) | 0 (b) |
Adaptive Retirement 2040 Fund | 0 (a) | 0 (a) |
Statement of Additional Information – May 1, 2019 | 186 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
Adaptive Retirement 2045 Fund | $0 (b) | $0 (b) |
Adaptive Retirement 2050 Fund | 0 (a) | 0 (a) |
Adaptive Retirement 2055 Fund | 0 (b) | 0 (b) |
Adaptive Retirement 2060 Fund | 0 (a) | 0 (a) |
MM Growth Strategies Fund | 2,713,771,023 | 348,324 |
Pacific/Asia Fund | 32,886,874 | 38,475 |
Select Large Cap Growth Fund | 2,569,198,532 | 600,968 |
Solutions Aggressive Portfolio | 0 (a) | 0 (a) |
Solutions Conservative Portfolio | 0 (a) | 0 (a) |
For Funds with fiscal period ending April 30 | ||
Bond Fund | 0 | 0 |
Corporate Income Fund | 0 | 0 |
MM Directional Alternative Strategies Fund | 992,747,975 | 432,344 |
Multi-Asset Income Fund | 7,926,513 | 4,838 |
Small Cap Value Fund I | 195,853,315 | 306,980 |
Total Return Bond Fund | 0 | 0 |
U.S. Treasury Index Fund | 0 | 0 |
For Funds with fiscal period ending May 31 | ||
Adaptive Risk Allocation Fund | 107,163,466 | 56,219 |
Alternative Beta Fund | 0 | 0 |
Dividend Income Fund | 1,369,915,528 | 589,122 |
HY Municipal Fund | 0 | 0 |
For Funds with fiscal period ending July 31 | ||
Large Cap Growth Fund | 1,779,929,098 | 452,196 |
OR Intermediate Municipal Bond Fund | 0 | 0 |
Tax-Exempt Fund | 0 | 0 |
U.S. Social Bond Fund | 0 | 0 |
Ultra Short Term Bond Fund | 0 | 0 |
For Funds with fiscal period ending August 31 | ||
Balanced Fund | 3,987,314,965 | 1,414,054 |
Contrarian Core Fund | 9,799,852,240 | 3,479,172 |
Disciplined Small Core Fund | 89,776,502 | 79,607 |
Emerging Markets Fund | 569,403,494 | 1,101,417 |
Global Dividend Opportunity Fund | 168,662,010 | 107,661 |
Global Energy and Natural Resources Fund | 101,703,626 | 75,033 |
Global Technology Growth Fund | 206,304,909 | 105,662 |
Greater China Fund | 37,359,140 | 60,954 |
Mid Cap Growth Fund | 645,567,939 | 243,505 |
MM Alternative Strategies Fund | 1,187,851,115 | 163,875 |
MM International Equity Strategies Fund | 163,772,409 (c) | 68,921 (c) |
MM Small Cap Equity Strategies Fund | 584,278,177 | 650,845 |
MM Total Return Bond Strategies Fund | 0 | 0 |
Statement of Additional Information – May 1, 2019 | 187 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
Small Cap Growth Fund I | $1,006,449,828 | $560,681 |
Strategic Income Fund | 418,516 | 404 |
For Funds with fiscal period ending October 31 | ||
CT Intermediate Municipal Bond Fund | 0 | 0 |
Intermediate Municipal Bond Fund | 0 | 0 |
MA Intermediate Municipal Bond Fund | 0 | 0 |
NY Intermediate Municipal Bond Fund | 0 | 0 |
Strategic CA Municipal Income Fund | 0 | 0 |
Strategic NY Municipal Income Fund | 0 | 0 |
For Funds with fiscal period ending December 31 | ||
Real Estate Equity Fund | 18,878,083 | 19,171 |
(a) | For the period from October 24, 2017 (commencement of operations) to March 31, 2018. |
(b) | The Fund commenced operations on April 4, 2018, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from May 17, 2018 (commencement of operations) to August 31, 2018. |
Statement of Additional Information – May 1, 2019 | 188 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
Corporate Income Fund | Citigroup, Inc. | $17,194,870 |
Goldman, Sachs & Co. | $21,303,600 | |
JPMorgan Chase & Co. | $19,027,230 | |
Morgan Stanley | $17,915,427 | |
Nuveen Investments, Inc. | $19,128,876 | |
MM Directional Alternative Strategies Fund | Citigroup, Inc. | $1,330,036 |
The Goldman Sachs Group, Inc. | $376,800 | |
JPMorgan Chase & Co. | $1,383,790 | |
Morgan Stanley | $317,153 | |
Raymond James Financial, Inc. (subsidiary) | $555,194 | |
The Charles Schwab Corp. | $484,249 | |
Multi-Asset Income Fund | Citigroup, Inc. | $63,355 |
Citigroup Mortgage Loan Trust, Inc. | $1,239,628 | |
Citigroup Global Markets Holdings | $4,476,727 | |
Credit Suisse AG | $4,363,177 | |
Credit Suisse Mortgage Capital Certificates | $601,175 | |
JPMorgan Chase & Co. | $194,064 | |
Morgan Stanley | $4,489,464 | |
Small Cap Value Fund I | None | N/A |
Total Return Bond Fund | Citigroup, Inc. | $95,964 |
Citigroup Commercial Mortgage Trust | $2,122,257 | |
Citigroup Mortgage Loan Trust, Inc. | $19,404,676 | |
Credit Suisse Mortgage Capital Certificates | $30,739,279 | |
Credit Suisse Mortgage Trust | $2,677,677 | |
Credit Suisse Mortgage Capital Trust | $8,825,919 | |
JPMorgan Chase & Co. | $14,613,976 | |
JPMorgan Resecuritization Trust | $4,124,489 | |
Morgan Stanley Capital I Trust | $4,120,133 | |
Morgan Stanley Re-Remic Trust | $588,127 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $2,424,013 | |
U.S. Treasury Index Fund | None | N/A |
For Funds with fiscal period ending May 31, 2018 | ||
Adaptive Risk Allocation Fund | None | N/A |
Alternative Beta Fund | None | N/A |
Dividend Income Fund | JPMorgan Chase & Co. | $430,180,200 |
PNC Financial Services Group, Inc.(The) | $188,272,233 | |
HY Municipal Fund | None | N/A |
For Funds with fiscal period ending July 31, 2018 | ||
Large Cap Growth Fund | Citigroup, Inc. | $33,033,455 |
The Charles Schwab Corp. | $29,977,326 | |
OR Intermediate Municipal Bond Fund | None | N/A |
Tax-Exempt Fund | None | N/A |
U.S. Social Bond Fund | None | N/A |
Statement of Additional Information – May 1, 2019 | 189 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
Ultra Short Term Bond Fund | Citigroup, Inc. | $9,063,117 |
Credit Suisse AG | $5,977,074 | |
GS Mortgage Securities Corp. II | $3,238,784 | |
The Goldman Sachs Group, Inc. | $9,113,697 | |
JPMorgan Chase & Co. | $7,028,707 | |
Morgan Stanley | $7,021,910 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $27,334 | |
PNC Bank NA | $7,008,897 | |
For Funds with fiscal period ending August 31, 2018 | ||
Balanced Fund | Citigroup, Inc. | $99,978,777 |
GS Mortgage Securities Trust | $11,161,665 | |
The Goldman Sachs Group, Inc. | $13,571,133 | |
JPMorgan Chase & Co. | $166,108,963 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $1,101,431 | |
Morgan Stanley | $32,867,533 | |
Morgan Stanley Capital I Trust | $5,790,523 | |
PNC Bank NA | $6,140,560 | |
Contrarian Core Fund | Citigroup, Inc. | $220,574,428 |
JPMorgan Chase & Co. | $379,552,896 | |
Morgan Stanley | $68,068,043 | |
Disciplined Small Core Fund | None | N/A |
Emerging Markets Fund | None | N/A |
Global Dividend Opportunity Fund | None | N/A |
Global Energy and Natural Resources Fund | None | N/A |
Global Technology Growth Fund | None | N/A |
Greater China Fund | None | N/A |
Mid Cap Growth Fund | Affiliated Managers Group, Inc. | $17,881,416 |
Raymond James & Associates | $39,422,351 |
Statement of Additional Information – May 1, 2019 | 190 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
MM Alternative Strategies Fund | Bear Stearns Alt-A Trust | $748,795 |
Bear Stearns Commercial Mortgage Securities | $488,936 | |
Bear Stearns Deutsche Bank Trust | $537,748 | |
Bear Stearns Mortgage Funding Trust | $1,951,084 | |
Bear Stearns Trust | $303,504 | |
Chase Issuance Trust | $894,889 | |
Citigroup, Inc. | $1,255,160 | |
Citigroup Commercial Mortgage Trust | $248,426 | |
Citigroup Mortgage Loan Trust, Inc. | $947,988 | |
Credit Suisse Mortgage Capital Trust | $937,311 | |
Credit Suisse First Boston Mortgage Securities Corp. | $7,504 | |
E*TRADE Financial Corp. | $67,249 | |
GS Mortgage Securities Trust | $221,877 | |
GS Mortgage Securities Corp. II | $455,494 | |
The Goldman Sachs Group, Inc. | $1,730,705 | |
GS Mortgage Securities Corp. Trust | $485,425 | |
JPMorgan Chase & Co. | $2,130,320 | |
JPMorgan Chase Bank | $690,444 | |
JPMorgan Chase Commercial Mortgage Securities Corp. | $56,642 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $1,687,596 | |
JPMorgan Mortgage Acquisition Corp | $596,119 | |
JPMorgan Mortgage Acquisition Trust | $2,472,349 | |
JPMBB Commercial Mortgage Securities Trust | $514,623 | |
JPMorgan Alternative Loan Trust | $460,281 | |
Lehman XS Trust | $684,671 | |
Morgan Stanley | $2,324,991 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $128,840 | |
Morgan Stanley Capital I Trust | $591,963 | |
Morgan Stanley Mortgage Loan Trust | $253,805 | |
Morgan Stanley Resecuritization Trust | $550,745 | |
Raymond James Financial, Inc. (subsidiary) | $206,273 | |
Stifel Financial Corp. | $253,273 | |
MM International Equity Strategies Fund | Credit Suisse Group AG | $8,092,908 |
MM Small Cap Equity Strategies Fund | Stifel Financial Corp. | $4,550,053 |
Westwood Holdings Group, Inc. | $3,844,155 |
Statement of Additional Information – May 1, 2019 | 191 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
MM Total Return Bond Strategies Fund | Citigroup, Inc. | $84,667,643 |
Citigroup Commercial Mortgage Trust | $22,519,889 | |
Citigroup Mortgage Loan Trust, Inc. | $2,455,826 | |
Credit Suisse Group AG | $5,964,006 | |
Credit Suisse Group Funding Guernsey Ltd. | $4,866,249 | |
Credit Suisse Mortgage Capital Certificates | $10,379,981 | |
Credit Suisse Mortgage Capital Trust | $15,909,996 | |
GS Mortgage Securities Trust | $61,758,090 | |
The Goldman Sachs Group, Inc. | $75,003,118 | |
Jefferies Group LLC | $3,557,357 | |
JPMorgan Alternative Loan Trust | $7,115,984 | |
JPMorgan Chase & Co. | $75,308,320 | |
JPMorgan Chase Bank NA | $31,149,442 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $12,453,727 | |
JPMorgan Mortgage Trust | $3,455,465 | |
JPMorgan Resecuritization Trust | $2,286,568 | |
Lehman XS Trust | $6,259,246 | |
Merrill Lynch & Co., Inc. | $2,017,578 | |
Merrill Lynch First Franklin Mortgage Loan Trust | $14,088,683 | |
Banc of America Merrill Lynch Commercial Mortgage, Inc. | $2,806,773 | |
Morgan Stanley | $48,094,977 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $3,459,853 | |
Morgan Stanley Capital I Trust | $7,854,849 | |
Morgan Stanley Mortgage Loan Trust | $3,364,329 | |
Morgan Stanley Re-Remic Trust | $182,597 | |
Morgan Stanley Resecuritization Trust | $65,903 | |
Nuveen Finance LLC | $1,048,228 | |
PNC Bank NA | $1,998,356 | |
PNC Financial Services Group, Inc.(The) | $5,147,675 | |
The Charles Schwab Corp. | $1,592,059 | |
Stifel Financial Corp. | $1,729,175 | |
Small Cap Growth Fund I | None | N/A |
Strategic Income Fund | Citigroup, Inc. | $6,712,206 |
Citigroup Mortgage Loan Trust, Inc. | $12,045,148 | |
Credit Suisse Mortgage Capital Certificates | $33,925,713 | |
Credit Suisse Commercial Mortgage Trust | $5,319,366 | |
The Goldman Sachs Group, Inc. | $16,156,295 | |
JPMorgan Chase & Co. | $18,782,161 | |
Morgan Stanley | $12,867,951 | |
Morgan Stanley Resecuritization Trust | $9,206,299 | |
For Funds with fiscal period ending October 31, 2018 | ||
CT Intermediate Municipal Bond Fund | None | N/A |
Intermediate Municipal Bond Fund | None | N/A |
MA Intermediate Municipal Bond Fund | None | N/A |
NY Intermediate Municipal Bond Fund | None | N/A |
Strategic CA Municipal Income Fund | None | N/A |
Strategic NY Municipal Income Fund | None | N/A |
Statement of Additional Information – May 1, 2019 | 192 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
For Funds with fiscal period ending December 31, 2018 | ||
Real Estate Equity Fund | None | N/A |
Statement of Additional Information – May 1, 2019 | 193 |
Fund | Predecessor Fund | For periods prior to: | ||
Bond Fund | Excelsior Core Bond Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Emerging Markets Fund | Excelsior Emerging Markets Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Global Energy and Natural Resources Fund | Excelsior Energy and Natural Resources Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Pacific/Asia Fund | Excelsior Pacific/Asia Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Select Large Cap Growth Fund | Excelsior Large Cap Growth Fund, a series of Excelsior Funds, Inc. | March 31, 2008 |
Statement of Additional Information – May 1, 2019 | 194 |
■ | For equity, alternative and flexible funds (other than the equity funds identified below) and funds-of-funds (equity and fixed income), a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 15 calendar days after such month-end. |
■ | For Columbia Small Cap Growth Fund I and Columbia Variable Portfolio – Small Company Growth Fund, a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 30 calendar days after such month-end. |
■ | For fixed-income Funds (other than money market funds), a complete list of Fund portfolio holdings as of calendar quarter-end is posted approximately, but no earlier than, 30 calendar days after such quarter-end. |
■ | For money market Funds, a complete list of Fund portfolio holdings as of month-end is posted no later than five business days after such month-end. Such month-end holdings are continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the Fund’s most recent 12 months of publicly available filings on Form N-MFP. Money market Fund portfolio holdings information posted on the website, at minimum, includes with respect to each holding, the name of the issuer, the category of investment ( e.g. , Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the value. The money market Funds will also disclose on the website its overall weighted average maturity, weighted average life maturity, percentage of daily liquid assets, percentage of weekly liquid assets and daily inflows and outflows. |
Statement of Additional Information – May 1, 2019 | 195 |
Statement of Additional Information – May 1, 2019 | 196 |
Statement of Additional Information – May 1, 2019 | 197 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
FactSet Research Systems, Inc. | Used to calculate portfolio performance attribution, portfolio analytics, data for fundamental research, and general market news and analysis. | Daily | ||
Fidelity National Information Services, Inc. | Used as portfolio accounting system. | Daily | ||
Goldman Sachs Asset Management, L.P., as agent to KPMG LLP | Holdings by Columbia Contrarian Core Fund and Columbia High Yield Bond Fund in certain audit clients of KPMG LLP to assist the accounting firm in complying with its regulatory obligations relating to independence of its audit clients. | Monthly | ||
Harte-Hanks, Inc. | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
IHS Markit, Ltd. | Used for an asset database for analytics and investor reporting. Used to reconcile client commission trades with broker-dealers. | As Needed and Monthly | ||
Imagine! Print Solutions | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Institutional Shareholder Services Inc. (ISS) | Used for proxy voting administration and research on proxy matters. | Daily | ||
Intex Solutions Inc. | Used to provide mortgage analytics. | Periodic | ||
Investment Technology Group, Inc. | Used to evaluate and assess trading activity, execution and practices. | Quarterly | ||
Investortools, Inc. | Used for municipal bond analytics, research and decision support. | As Needed | ||
JDP Marketing Services | Used to write or edit Columbia Fund shareholder reports, quarterly fund commentaries, and communications, including shareholder letters and management’s discussion of Columbia Fund performance. | Monthly and As Needed | ||
John Roberts, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Kendall Press | Used for commercial printing. | As Needed | ||
Kynex, Inc. | Used to provide portfolio attribution reports for the Columbia Convertible Securities Fund. Used also for portfolio analytics. | Daily | ||
Malaspina Communications, LLC | Used to facilitate writing management’s discussion of Columbia Fund performance for Columbia Fund shareholder reports and periodic marketing communications. | Monthly | ||
Merrill Corporation | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Morningstar Investment Services, LLC | Used for independent research and ranking of funds. Used also for statistical analysis. | Monthly, Quarterly or As Needed | ||
MSCI, Inc. | Used as a hosted portfolio management platform designed for research, reporting, strategy development, portfolio construction and performance and risk attribution. Used for risk analysis and reporting. | Daily |
Statement of Additional Information – May 1, 2019 | 198 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
Print Craft | Used for commercial printing. | As Needed | ||
R. R. Donnelley & Sons Co. | Used to provide printing and mailing services for prospectuses, annual and semi-annual reports and supplements. Used for commercial printing. | As Needed | ||
RegEd, Inc. | Used to review external and certain internal communications prior to dissemination. | Daily | ||
SEI Investments Company | Used for trading wrap accounts and to reconcile wrap accounts. | Daily | ||
SS&C Technologies, Inc. | Used to translate account positions for reconciliations. | Daily | ||
Sustainalytics US, Inc. | Used to affirm and validate social scoring methodology of Columbia U.S. Social Bond Fund’s investment strategy. | Quarterly | ||
S.W.I.F.T. Scrl. | Used to send trade messages via SWIFT to custodians. | Daily | ||
Thomson Reuters Corp. | Used for statistical analysis. | Monthly | ||
Threadneedle Investments | Used by portfolio managers and research analysts in supporting certain management strategies, and by shared support partners (legal, operations, compliance, risk, etc.) to provide Fund maintenance and development. | As Needed | ||
Universal Wilde | Used to provide printing and mailing services for prospectuses, annual and semi-annual reports, and supplements. | As Needed | ||
Visions, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Wilshire Associates, Inc. | Used to provide daily performance attribution reporting based on daily holdings to the investment and investment analytics teams. | Daily | ||
Wolters Kluwer N.V. | Used to perform tax calculations specific to wash sales and used to analyze tax straddles (diminution of risk). | Monthly |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
|||
Recipients under arrangements with subadvisers: | |||||
Abel Noser, LLC | Used by certain subadvisers for trade execution services. | Quarterly | |||
Advent Software, Inc. | Used by certain subadvisers for portfolio accounting system. Used by certain subadvisers for portfolio management information systems. | Daily | |||
Ashland Partners & Co., LLP | Used by certain subadvisers for organizational controls audit. | Annually | |||
Blackrock Financial Management, Inc. | Used by certain subadvisers for analytics, compliance monitoring, trading and recordkeeping services. | Daily | |||
Bloomberg Barclays POINT. | Used by certain subadvisers for portfolio and risk analytics. | Daily | |||
Bloomberg, L.P. | Used by certain subadvisers for attribution analysis. Used by certain subadvisers for trade order management and compliance. Used by certain subadvisers for analytical and statistical information. | Daily |
Statement of Additional Information – May 1, 2019 | 199 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
|||
BNY Mellon, N.A. | Used by certain subadvisers for back office asset servicing. | Daily | |||
Brown Brothers Harriman & Co. | Used by certain subadvisers for FX trade execution for non-US trades. Used by certain subadvisers for trade matching and SWIFT messaging. | Daily | |||
Charles River Development, Ltd. | Used by certain subadvisers for order management and compliance. | Daily | |||
Clearwater Analytics, LLC | Used by certain subadvisers for client reporting. | Daily | |||
Client Service Specialists, Inc. | Used by certain subadvisers for operational and reconciliation services. | Monthly | |||
Eagle Investment Systems, LLC | Used by certain subadvisers for portfolio accounting systems. | Daily | |||
Electra Information Systems, Inc. | Used by certain subadvisers for portfolio holdings reconciliation. | Daily or Monthly | |||
Elkins, McSherry Inc. | Used by certain subadvisers for best execution monitoring. | Daily | |||
Ernst & Young, LLP | Used by certain subadvisers to provide general audit services. | Semi-annually | |||
eVestment Alliance, LLC | Used by certain subadvisers to provide representative holdings to databases. | Quarterly | |||
FactSet Research Systems, Inc. | Used by certain subadvisers for analytical and statistical information, for portfolio attribution, for portfolio and risk analytics, for database systems for portfolio analytics, and for portfolio analytics, statistical information, and client reporting. | Daily | |||
Fidelity ActionsXchange, Inc. | Used by certain subadvisers for corporate actions processing. | Daily | |||
Financial Recovery Technologies, LLC | Used by certain subadvisers for class action monitoring. | Quarterly | |||
Flextrade Systems, Inc. | Used by certain subadvisers for execution management. | Daily | |||
FX Connect, LLC | Used by certain subadvisers for FX order routing services. | Daily | |||
FX Transparency, LLC | Used by certain subadvisers for trade execution services. | Quarterly | |||
Glass, Lewis & Company, LLC | Used by certain subadvisers for proxy voting services. | Daily | |||
IHS Markit, Ltd. | Used by certain subadvisers for confirming and settling bank loan trades. Used by certain subadvisers to match Credit Default Swaps and Interest Rate Swaps. | Daily | |||
Infinit-O Global, Ltd. | Used by certain subadvisers for reconciling cash and positions. | Daily | |||
Instinet Holdings, Inc. | Used by certain subadvisers for execution management. | Daily | |||
Institutional Shareholder Services Inc. | Used by certain subadvisers for proxy voting services. | Daily | |||
Intercontinental Exchange, Inc. | Used by certain subadvisers as a pricing vendor. Used by certain subadvisers for portfolio liquidity. | Daily | |||
Investment Technology Group, Inc. | Used by certain subadvisers for transaction cost analysis. | Monthly |
Statement of Additional Information – May 1, 2019 | 200 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
|||
JPMorgan Chase & Co. | Used by certain subadvisers for custodian services. | Daily | |||
LexisNexis Corp. | Used by certain subadvisers for compliance global watchlist services. | Weekly | |||
MSCI, Inc. | Used by certain subadvisers for portfolio analytics and analysis. | Daily | |||
Omgeo, LLC | Used by certain sub-advisers for trade settlement and trade affirmations. | Daily | |||
Seismic Software, Inc. | Used by certain subadvisers to automate quarterly updates. | Quarterly | |||
SS&C Technologies, Inc. | Used by certain subadvisers for SWIFT messaging and reconciliation. Used by certain subadvisers for accounting. Used by certain subadvisers for client and investor reporting systems. | Daily | |||
State Street Bank and Trust Company | Used by certain subadvisers for middle office management. | Daily | |||
Trade Informatics, LLC | Used by certain subadvisers for equity trading transaction cost analysis. | Daily | |||
Tradeweb Markets, LLC | Used by certain subadvisers for confirmation of TBAs, Treasuries and Discount Notes. | Daily | |||
TradingScreen, Inc. | Used by certain subadvisers for FX trading matching and SWIFT messaging. | Daily | |||
Traiana, Inc. | Used by certain subadvisers for block trade confirmation between Charles River and ISDA counterparty. | Daily | |||
TriOptima, AB | Used by certain subadvisers for back office reconciliation. Used by certain subadvisers for daily reconciliations on collateral management. | Daily | |||
Vermeg, N.V. | Used by certain subadvisers for the management of swap counterparty exposure. | Daily |
Statement of Additional Information – May 1, 2019 | 201 |
■ | ADP Broker-Dealer, Inc. |
■ | American Enterprise Investment Services Inc.* |
■ | American United Life Insurance Co. |
■ | Ameriprise Financial Services, Inc.* |
■ | Ascensus, Inc. |
■ | AXA Advisors |
■ | AXA Equitable Life Insurance |
■ | Bank of America, N.A. |
■ | Benefit Plan Administrators |
■ | Benefit Trust |
■ | BMO Harris Bank (f/k/a Marshall & Illsley Trust Company) |
■ | BNY Mellon, N.A. |
■ | Charles Schwab & Co., Inc. |
■ | Charles Schwab Trust Co. |
■ | Conduent HR Services LLC |
■ | Davenport & Company |
■ | Daily Access Concepts, Inc. |
■ | Digital Retirement Solutions |
■ | Edward D. Jones & Co., LP |
■ | ExpertPlan |
■ | Fidelity Brokerage Services, Inc. |
■ | Fidelity Investments Institutional Operations Co. |
■ | First Mercantile Trust Co. |
■ | Guardian Insurance and Annuity Company Inc. |
■ | Genworth Life and Annuity Insurance Company |
■ | Genworth Life Insurance Co. of New York |
■ | Goldman Sachs & Co. |
■ | GWFS Equities, Inc. |
■ | Hartford Life Insurance Company |
■ | HD Vest |
■ | Hewitt Associates LLC |
■ | ICMA Retirement Corporation |
■ | Janney Montgomery Scott, Inc. |
■ | JJB Hilliard Lyons |
■ | JP Morgan Securities LLC |
■ | John Hancock Life Insurance Company (USA) |
■ | John Hancock Life Insurance Company of New York |
■ | John Hancock Trust Company |
■ | Lincoln Life & Annuity Company of New York |
■ | Lincoln National Life Insurance Company |
■ | Lincoln Retirement Services |
■ | LPL Financial Corporation |
■ | Massachusetts Mutual Life Insurance Company |
■ | Mercer HR Services, LLC |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Mid Atlantic Capital Corporation |
■ | Minnesota Life Insurance Co. |
■ | Morgan Stanley Smith Barney |
■ | MSCS Financial Services Division of Broadridge Business Process Outsourcing LLC |
■ | National Financial Services |
■ | Nationwide Investment Services |
■ | Newport Retirement Services, Inc. |
■ | New York State Deferred Compensation Plan |
■ | Oppenheimer & Co., Inc. |
■ | Plan Administrators, Inc. |
■ | PNC Bank |
■ | Principal Life Insurance Company of America |
■ | Prudential Insurance Company of America |
■ | Prudential Retirement Insurance & Annuity Company |
■ | Pershing LLC |
■ | Raymond James & Associates |
■ | RBC Capital Markets |
■ | Reliance Trust |
■ | Robert W. Baird & Co., Inc. |
Statement of Additional Information – May 1, 2019 | 202 |
■ | Sammons Retirement Solutions |
■ | SEI Private Trust Company |
■ | Standard Insurance Company |
■ | Stifel Nicolaus & Co. |
■ | TD Ameritrade Clearing, Inc. |
■ | TD Ameritrade Trust Company |
■ | The Retirement Plan Company |
■ | Teachers Insurance and Annuity Association of America |
■ | Transamerica Advisors Life Insurance Company |
■ | Transamerica Advisors Life Insurance Company of New York |
■ | Transamerica Financial Life Insurance Company |
■ | T. Rowe Price Group, Inc. |
■ | UBS Financial Services, Inc. |
■ | Unified Trust Company, N.A. |
■ | Upromise Investments, Inc. |
■ | US Bank NA |
■ | Vanguard Group, Inc. |
■ | VALIC Retirement Services Company |
■ | Voya Retirement Insurance and Annuity Company |
■ | Voya Institutional Plan Services, LLP |
■ | Voya Investments Distributors, LLC |
■ | Voya Financial Partners, LLC |
■ | Wells Fargo Clearing Services, LLC |
■ | Wells Fargo Advisors |
■ | Wells Fargo Bank, N.A. |
■ | Wilmington Trust Retirement & Institutional Services Company |
* | Ameriprise Financial affiliate |
Statement of Additional Information – May 1, 2019 | 203 |
■ | AIG Advisor Group |
■ | Ameriprise Financial Services, Inc.* |
■ | Bank of America, N.A. |
■ | Cetera Financial Group, Inc. |
■ | Citigroup Global Markets Inc./Citibank |
■ | Commonwealth Financial Network |
■ | Lincoln Financial Advisors Corp. |
■ | LPL Financial Corporation |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Morgan Stanley Smith Barney |
■ | Northwestern Mutual Investment Services, LLC |
■ | Oppenheimer & Co., Inc. |
■ | PNC Investments |
■ | Raymond James & Associates, Inc. |
■ | Raymond James Financial Services, Inc. |
■ | UBS Financial Services Inc. |
■ | Unified Trust Company, N.A. |
■ | US Bancorp Investments, Inc. |
■ | Vanguard Marketing Corp. |
■ | Voya Financial Advisors, LLC |
■ | Wells Fargo Advisors |
■ | Wells Fargo Advisors Financial Network, LLC |
■ | Wells Fargo Clearing Services, LLC |
* | Ameriprise Financial affiliate |
Statement of Additional Information – May 1, 2019 | 204 |
Statement of Additional Information – May 1, 2019 | 205 |
Statement of Additional Information – May 1, 2019 | 206 |
Statement of Additional Information – May 1, 2019 | 207 |
Statement of Additional Information – May 1, 2019 | 208 |
Statement of Additional Information – May 1, 2019 | 209 |
Statement of Additional Information – May 1, 2019 | 210 |
Statement of Additional Information – May 1, 2019 | 211 |
Statement of Additional Information – May 1, 2019 | 212 |
Fund |
Total
Capital Loss Carryovers |
Amount Expiring in | Amount not Expiring | |
2019 | Short-term | Long-term | ||
For Funds with fiscal period ending April 30 | ||||
Multi-Asset Income Fund | $4,602,508 | $0 | $4,602,508 | $0 |
Total Return Bond Fund | $2,587,156 | $0 | $2,587,156 | $0 |
U.S. Treasury Index Fund | $2,916,730 | $0 | $2,916,730 | $0 |
For Funds with fiscal period ending May 31 | ||||
Alternative Beta Fund | $20,972,018 | $0 | $19,517,130 | $1,454,888 |
HY Municipal Fund | $15,429,539 | $4,244,605 | $1,661,297 | $9,523,637 |
For Funds with fiscal period ending July 31 | ||||
U.S. Social Bond Fund | $121,161 | $0 | $0 | $121,161 |
Ultra Short Term Bond Fund | $22,775,145 | $11,369,928 | $3,746,428 | $7,658,789 |
For Funds with fiscal period ending August 31 | ||||
Emerging Markets Fund | $25,646,932 | $0 | $25,646,932 | $0 |
Global Energy and Natural Resources Fund | $23,665,485 | $0 | $1,097,362 | $22,568,123 |
MM Alternative Strategies Fund | $43,826,754 | $0 | $9,364,945 | $34,461,809 |
MM International Equity Strategies Fund | $10,494,779 | $0 | $10,494,779 | $0 |
MM Total Return Bond Strategies Fund | $120,451,960 | $0 | $78,503,005 | $41,948,955 |
For Funds with fiscal period ending October 31 | ||||
CT Intermediate Municipal Bond Fund | $180,228 | $0 | $80,644 | $99,584 |
NY Intermediate Municipal Bond Fund | $82,641 | $0 | $0 | $82,641 |
Strategic NY Municipal Income Fund | $334,020 | $0 | $0 | $334,020 |
Statement of Additional Information – May 1, 2019 | 213 |
Statement of Additional Information – May 1, 2019 | 214 |
Statement of Additional Information – May 1, 2019 | 215 |
Statement of Additional Information – May 1, 2019 | 216 |
Statement of Additional Information – May 1, 2019 | 217 |
Statement of Additional Information – May 1, 2019 | 218 |
Statement of Additional Information – May 1, 2019 | 219 |
Statement of Additional Information – May 1, 2019 | 220 |
Statement of Additional Information – May 1, 2019 | 221 |
Statement of Additional Information – May 1, 2019 | 222 |
Statement of Additional Information – May 1, 2019 | 223 |
Statement of Additional Information – May 1, 2019 | 224 |
Statement of Additional Information – May 1, 2019 | 225 |
Statement of Additional Information – May 1, 2019 | 226 |
Statement of Additional Information – May 1, 2019 | 227 |
Statement of Additional Information – May 1, 2019 | 228 |
Fund | Class |
Percentage
of Class
Beneficially Owned |
Adaptive Risk Allocation Fund | Class Inst2 | 6.88% |
Alternative Beta Fund | Class Inst2 | 71.44% |
Multi-Asset Income Fund | Class Inst | 30.97% |
Statement of Additional Information – May 1, 2019 | 229 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 18.81% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 45.00% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 25.42% | N/A (a) | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A | 6.95% | N/A | |
MERRILL
LYNCH PIERCE FENNER&SMITH
FOR SOLE BENFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class Inst3 | 6.42% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 14.34% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 5.74% | N/A | |
Class Adv | 11.87% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 13.93% | N/A | |
Class Adv | 61.91% | |||
Class C | 6.48% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 11.41% | N/A | |
Class C | 27.23% | |||
Select Large Cap Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 13.51% | N/A |
Class C | 11.92% | |||
Class Inst | 11.08% | |||
Class T | 98.83% | |||
ASCENSUS
TRUST COMPANY FBO
WALTERS CONTROLS, INC 401(K) PLAN PO BOX 10758 FARGO ND 58106-0758 |
Class R | 12.84% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class C | 5.48% | N/A | |
Class Inst | 5.48% | |||
Class Inst2 | 6.55% | |||
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R | 17.82% | N/A |
Statement of Additional Information – May 1, 2019 | 230 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 20.91% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R | 6.31% | N/A | |
GREAT-WEST
TRUST COMPANY LLC TTEE F
RECORDKEEPING FOR LARGE BENEFIT PL 8525 E ORCHARD RD GREENWOOD VLG CO 80111-5002 |
Class Adv | 6.20% | N/A | |
Class R | 19.01% | |||
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 6.31% | N/A (a) | |
MERRILL
LYNCH PIERCE FENNER&SMITH
FOR SOLE BENFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 5.37% | N/A | |
Class C | 13.89% | |||
Class Inst | 9.60% | |||
Class Inst3 | 63.24% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R | 11.56% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 6.28% | N/A | |
Class C | 21.36% | |||
Class Inst | 22.36% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 46.31% | N/A | |
Class Adv | 63.08% | |||
Class C | 16.75% | |||
Class Inst | 7.30% | |||
Class Inst2 | 80.12% | |||
NATIONWIDE
TRUST COMPANY/FSB
C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
Class Inst2 | 7.92% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 17.75% | N/A | |
RELIANCE
TRUST CO CUST
FBO MASSMUTUAL OMNIBUS PLL/SMF PO BOX 48529 ATLANTA GA 30362-1529 |
Class R | 15.52% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 7.10% | N/A | |
Class Inst | 9.00% | |||
VANGUARD
FDUCIARY TRUST CO
PO BOX 2600 ATTN: OUTSIDE FUNDS VALLEY FORGE PA 19482-2600 |
Class Adv | 7.92% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 8.74% | N/A | |
Class Inst | 6.34% |
Statement of Additional Information – May 1, 2019 | 231 |
Statement of Additional Information – May 1, 2019 | 232 |
Statement of Additional Information – May 1, 2019 | 233 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RELIANCE
TRUST COMPANY FBO
MASSMUTUAL REGISTERED PRODUCT PO BOX 28004 ATLANTA GA 30358-0004 |
Class Adv | 12.31% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 6.22% | N/A | |
Class C | 5.44% | |||
MM Directional Alternative Strategies Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 98.21% | 99.99% |
Class Inst | 100.00% | |||
Multi-Asset Income Fund |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 22.30% | N/A |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst2 | 100.00% | 95.37% (a) | |
Class T | 100.00% | |||
JAMES
C CHERON
PATRICIA B CHERON 4608 REBECCA BLVD METAIRIE LA 70003-7624 |
Class Inst | 5.76% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION CONSERVATIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 6.66% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 38.15% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 14.75% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 28.14% | N/A (a) | |
JPMCB
NA CUST FOR COLUMBIA CAPITAL
ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 11.00% | N/A (a) | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A | 15.22% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 12.51% | N/A | |
Class Adv | 7.00% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 17.52% | N/A | |
Class Adv | 91.39% | |||
Class C | 26.52% |
Statement of Additional Information – May 1, 2019 | 234 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 7.48% | N/A | |
Class C | 61.66% | |||
Class Inst | 19.69% | |||
STIFEL
NICOLAUS & CO INC
EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY SAINT LOUIS MO 63102-2188 |
Class A | 11.26% | N/A | |
UMB
BANK NA
CUST IRA FBO DOUGLAS A HACKER 18172 LAGOS WAY NAPLES FL 34110-2762 |
Class Inst | 46.57% | N/A | |
UMB
BANK NA
CUST IRA FBO JEFFREY L KNIGHT 15 SYLVAN LN WESTON MA 02493-1027 |
Class Inst | 20.44% | N/A | |
UMB
BANK NA
CUST IRA FBO JOHN D HARRIS 24018 WILLOW ROSE DR SPRING TX 77389-1746 |
Class A | 6.25% | N/A | |
Small Cap Value Fund I |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 10.29% | N/A |
Class C | 17.82% | |||
Class Inst | 7.13% | |||
CAPITAL
BANK & TRUST CO TRUSTEE FBO
C/O FASCORE LLC 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R | 65.76% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 6.19% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 5.34% | N/A | |
ICMA
RETIREMENT CORPORATION
777 N CAPITOL ST NE STE 600 WASHINGTON DC 20002-4240 |
Class Adv | 6.21% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 51.23% | N/A (a) | |
LINCOLN
RETIREMENT SERVICES CO
PO BOX 7876 FORT WAYNE IN 46801-7876 |
Class Inst | 8.92% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C | 6.45% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R | 16.64% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A | 6.75% | N/A | |
Class Adv | 16.59% | |||
Class C | 8.46% | |||
Class Inst | 31.84% | |||
Class Inst3 | 27.72% |
Statement of Additional Information – May 1, 2019 | 235 |
Statement of Additional Information – May 1, 2019 | 236 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 11.45% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 77.33% | N/A (a) | |
JPMCB
NA CUST FOR SC529 PLAN
COLUMBIA COLLEGE 529 PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst | 24.42% | N/A (a) | |
LANCE
HUMPHREY TRUSTEE FBO
C/O FASCORE LLC HUMPHREY COMPANY PROFIT SHARING & 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R | 11.11% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R | 17.43% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class Adv | 7.40% | N/A | |
Class C | 7.55% | |||
Class Inst | 31.93% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R | 11.69% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 9.70% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 47.36% | N/A | |
Class R | 13.09% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 16.15% | N/A | |
Class C | 6.64% | |||
Class Inst2 | 29.76% | |||
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Adv | 10.29% | N/A | |
WELLS
FARGO BANK FBO
1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-1076 |
Class Inst2 | 12.57% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 5.15% | N/A | |
U.S. Treasury Index Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 6.82% | N/A |
Class Inst | 7.97% | |||
Class T | 98.33% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class C | 6.37% | N/A |
Statement of Additional Information – May 1, 2019 | 237 |
Statement of Additional Information – May 1, 2019 | 238 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Adaptive Risk Allocation Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 72.79% | 91.55% |
Class C | 65.85% | |||
Class Inst | 94.70% | |||
Class T | 99.69% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Adv | 27.26% | N/A | |
Class Inst2 | 28.57% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst3 | 100.00% | N/A (a) | |
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R | 7.51% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 6.62% | N/A | |
Class C | 7.62% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 5.43% | N/A | |
Class Adv | 20.25% | |||
Class Inst2 | 30.91% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 51.54% | N/A | |
Class Inst2 | 7.76% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class R | 59.58% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class R | 21.28% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 31.71% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class R | 9.95% | N/A | |
Alternative Beta Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 93.67% | 96.49% |
Class C | 88.55% | |||
Class Inst | 99.85% | |||
Class T | 97.54% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst2 | 70.87% | N/A |
Statement of Additional Information – May 1, 2019 | 239 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class R | 100.00% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 19.99% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION CONSERVATIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 19.99% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 19.99% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 19.99% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 19.99% | N/A (a) | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class C | 9.12% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 99.20% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 27.99% | N/A | |
Dividend Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 17.57% | N/A |
Class C | 17.58% | |||
Class Inst | 18.17% | |||
Class T | 93.47% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 6.93% | N/A | |
Class Inst | 6.37% | |||
Class Inst2 | 27.20% | |||
Class V | 7.96% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 6.53% | N/A (a) | |
DCGT
AS TTEE AND /OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R | 5.76% | N/A |
Statement of Additional Information – May 1, 2019 | 240 |
Statement of Additional Information – May 1, 2019 | 241 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst2 | 23.47% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A | 5.65% | N/A | |
Class Inst3 | 98.21% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 7.14% | 41.49% | |
Class C | 7.68% | |||
Class Inst | 54.39% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 17.50% | N/A | |
Class C | 12.72% | |||
Class Inst | 6.42% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 32.74% | N/A | |
Class Inst2 | 23.58% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 65.85% | N/A | |
Class C | 5.40% | |||
Class Inst2 | 34.65% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 8.90% | N/A | |
Class C | 19.64% | |||
Class Inst | 5.01% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 18.19% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 6.60% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.75% | N/A | |
Class C | 15.23% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
OR Intermediate Municipal Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 9.20% | N/A |
Class C | 13.28% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 6.39% | N/A | |
Class Inst | 12.47% | |||
Class Inst2 | 67.55% |
Statement of Additional Information – May 1, 2019 | 242 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A | 39.40% | N/A | |
Class C | 14.97% | |||
Class Inst3 | 61.19% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C | 6.84% | N/A | |
Class Inst | 9.08% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 29.08% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 6.16% | N/A | |
Class Adv | 22.52% | |||
Class Inst2 | 10.30% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 75.19% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 17.93% | N/A | |
Class C | 24.15% | |||
SEI
PRIVATE TRUST COMPANY
C/O MASS MUTUAL 1 FREEDOM VALLEY DR |
Class Inst3 | 38.66% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 21.20% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class A | 6.82% | N/A | |
Large Cap Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 62.21% | 37.69% |
Class C | 40.74% | |||
Class Inst | 13.49% | |||
Class T | 99.55% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R | 7.70% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class C | 10.52% | N/A | |
Class Inst | 7.59% | |||
Class Inst2 | 34.19% | |||
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class Inst2 | 12.26% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 5.25% | N/A (a) |
Statement of Additional Information – May 1, 2019 | 243 |
Statement of Additional Information – May 1, 2019 | 244 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A | 12.67% | N/A | |
Class Inst3 | 93.56% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C | 9.44% | N/A | |
Class Inst | 38.39% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 5.55% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 47.33% | N/A | |
Class Inst2 | 17.51% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 50.95% | N/A | |
Class Inst2 | 19.74% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 7.79% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 28.70% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.17% | N/A | |
Class C | 6.09% | |||
U.S. Social Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 19.37% | N/A |
Class C | 39.25% | |||
Class Inst | 23.02% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Adv | 9.57% | N/A (a) | |
Class Inst | 30.63% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class C | 14.56% | N/A | |
Class Inst3 | 99.62% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class Inst | 10.50% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 38.14% | N/A | |
Class C | 15.00% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 7.45% | N/A | |
Class Inst2 | 70.22% |
Statement of Additional Information – May 1, 2019 | 245 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Balanced Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 51.74% | 38.20% |
Class C | 44.42% | |||
Class Inst | 32.75% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Inst3 | 8.25% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 6.26% | N/A | |
Class Inst2 | 18.98% |
Statement of Additional Information – May 1, 2019 | 246 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 100.00% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 21.66% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R | 5.57% | N/A | |
GREAT-WEST
TRUST FBO RTC TTEE
FBO CERTAIN RETIREMENT PLANS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO |
Class Inst3 | 11.95% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 6.82% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class C | 5.41% | N/A | |
Class Inst | 15.88% | |||
Class Inst3 | 10.96% | |||
Class R | 18.22% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA |
Class Inst3 | 12.24% | N/A | |
Class R | 7.04% | |||
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY |
Class C | 7.51% | N/A | |
Class Inst | 6.85% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 12.99% | N/A | |
Class Adv | 43.85% | |||
Class Inst2 | 25.03% | |||
Class Inst3 | 8.69% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class Adv | 39.82% | N/A | |
Class C | 5.58% | |||
Class Inst2 | 12.30% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 7.62% | N/A | |
Class Inst | 8.45% | |||
STATE
STREET BANK
FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Inst3 | 9.44% | N/A | |
Class R | 47.32% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 10.87% | N/A | |
WELLS
FARGO BANK FBO
1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-1076 |
Class Inst2 | 14.60% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 13.96% | N/A | |
Class Inst | 7.84% |
Statement of Additional Information – May 1, 2019 | 247 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Contrarian Core Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 48.05% | N/A |
Class C | 29.74% | |||
Class Inst | 19.22% | |||
Class T | 98.06% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R | 5.29% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 11.56% | N/A | |
Class Inst2 | 18.04% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 14.65% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 5.68% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C | 5.27% | N/A | |
Class Inst | 7.49% | |||
MASSACHUSETTS
MUTUAL LIFE INS CO
1295 STATE ST MIP SPRINGFIELD MA 01111-0001 |
Class R | 7.21% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class A | 7.20% | N/A | |
Class C | 8.52% | |||
Class Inst | 7.25% | |||
Class Inst3 | 29.54% | |||
Class R | 13.43% | |||
Class V | 27.58% | |||
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY |
Class C | 9.65% | N/A | |
Class Inst | 5.12% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 8.35% | N/A | |
Class Adv | 45.66% | |||
Class C | 6.40% | |||
Class Inst | 8.03% | |||
Class Inst2 | 40.16% | |||
Class Inst3 | 17.63% | |||
Class V | 5.15% | |||
NATIONWIDE
TRUST COMPANY FSB
FBO PARTICIPATING RETIREMENT PLANS C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
Class Inst2 | 17.03% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class Adv | 20.72% | N/A | |
Class C | 8.17% | |||
Class Inst2 | 6.29% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 6.34% | N/A | |
Class Inst | 7.12% |
Statement of Additional Information – May 1, 2019 | 248 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
SAMMONS
FINANCIAL NETWORK LLC
4546 CORPORATE DR STE 100 WEST DES MOINES IA 50266-5911 |
Class R | 44.40% | N/A | |
STANDARD
INSURANCE COMPANY
1100 SW 6TH AVE ATTN: SEP ACCT PORTLAND OR 97204-1093 |
Class Adv | 5.54% | N/A | |
STIFEL
NICOLAUS & CO INC
EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY SAINT LOUIS MO |
Class C | 6.58% | N/A | |
Class Inst | 5.28% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 6.47% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 11.77% | N/A | |
Disciplined Small Core Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 22.30% | N/A |
Class C | 21.11% | |||
Class Inst | 17.90% | |||
Class T | 99.02% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Adv | 27.43% | N/A | |
Class Inst2 | 26.47% | |||
Class Inst3 | 28.14% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 8.05% | N/A | |
Class Inst2 | 5.91% | |||
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA |
Class Adv | 42.77% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 61.22% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class A | 13.88% | N/A | |
Class C | 16.92% | |||
Class Inst | 14.31% | |||
Class V | 25.77% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 11.92% | N/A | |
Class Adv | 14.90% | |||
Class C | 9.57% | |||
Class Inst | 14.01% | |||
Class Inst2 | 8.59% | |||
Class Inst3 | 7.93% | |||
Class V | 5.70% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class A | 7.54% | N/A | |
Class Adv | 11.63% | |||
Class Inst2 | 31.76% |
Statement of Additional Information – May 1, 2019 | 249 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 27.19% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class Inst | 8.94% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.63% | N/A | |
Class C | 25.23% | |||
Emerging Markets Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 66.88% | N/A |
Class C | 49.81% | |||
Class Inst | 20.49% | |||
Class T | 97.84% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 18.07% | N/A | |
Class Inst2 | 33.87% | |||
COMERICA
BANK FBO CALHOUN
PO BOX 75000 DETROIT MI 48275-0001 |
Class Inst | 21.77% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R | 5.33% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 7.23% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 14.65% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 5.91% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 5.51% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class Adv | 36.15% | 29.13% | |
Class Inst | 10.24% | |||
Class Inst3 | 53.90% | |||
Class R | 65.59% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA |
Class R | 5.68% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class Adv | 32.33% | N/A | |
Class Inst2 | 48.04% | |||
Class Inst3 | 5.80% |
Statement of Additional Information – May 1, 2019 | 250 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class Adv | 24.62% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 17.33% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 6.18% | N/A | |
Global Dividend Opportunity Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 5.24% | N/A |
Class C | 19.49% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 8.16% | N/A | |
Class Inst | 6.06% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 100.00% | N/A (a) | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class Adv | 72.20% | N/A | |
GREAT-WEST
TRUST FBO RTC TTEE
FBO CERTAIN RETIREMENT PLANS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO |
Class R | 90.14% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 57.52% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 40.24% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C | 9.71% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class A | 6.83% | N/A | |
Class C | 5.44% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 8.45% | N/A | |
Class Adv | 9.25% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class A | 5.99% | N/A | |
Class Adv | 5.88% | |||
Class C | 7.87% | |||
Class Inst2 | 27.17% |
Statement of Additional Information – May 1, 2019 | 251 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 9.41% | N/A | |
STATE
STREET BANK
FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Adv | 12.45% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 72.38% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 6.23% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.78% | N/A | |
Global Energy and Natural Resources Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 60.57% | 25.61% |
Class C | 24.92% | |||
Class Inst | 9.24% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Inst2 | 17.13% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 29.73% | N/A | |
Class Inst2 | 14.54% | |||
HARTFORD
LIFE INS. CO.
SEPARATE ACCOUNT ATTN UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 |
Class R | 15.95% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 84.63% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 5.73% | N/A | |
MASSACHUSETTS
MUTUAL LIFE INS CO
1295 STATE ST MIP SPRINGFIELD MA 01111-0001 |
Class Inst3 | 6.80% | N/A | |
Class R | 32.69% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class Adv | 7.15% | N/A | |
Class C | 7.40% | |||
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY |
Class C | 6.93% | N/A |
Statement of Additional Information – May 1, 2019 | 252 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class Inst | 14.18% | N/A | |
Class Inst2 | 48.77% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class Adv | 87.38% | N/A | |
Class C | 8.11% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 22.50% | N/A | |
STATE
STREET BANK
FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class R | 20.97% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst | 5.32% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 9.69% | N/A | |
Class Inst | 6.12% | |||
Global Technology Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 16.62% | N/A |
Class C | 19.90% | |||
Class Inst | 18.04% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 21.09% | N/A | |
Class Adv | 56.14% | |||
Class Inst2 | 13.80% | |||
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA |
Class Inst3 | 17.57% | N/A | |
GREAT-WEST
TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class Inst2 | 5.50% | N/A | |
Class Inst3 | 5.54% | |||
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 51.72% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A | 5.34% | N/A | |
Class Inst | 19.13% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class A | 7.85% | N/A | |
Class C | 13.62% | |||
Class Inst | 30.76% |
Statement of Additional Information – May 1, 2019 | 253 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY |
Class C | 10.12% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 12.56% | N/A | |
Class Adv | 14.58% | |||
Class Inst2 | 15.71% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class A | 6.58% | N/A | |
Class Adv | 16.63% | |||
Class C | 10.50% | |||
Class Inst2 | 10.01% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 10.34% | N/A | |
STATE
STREET BANK
FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Inst2 | 5.59% | N/A | |
T
ROWE PRICE TRUST CO TTEE
FBO RETIREMENT PLAN CLIENTS PO BOX 17215 BALTIMORE MD 21297-1215 |
Class Inst2 | 8.47% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 7.54% | N/A | |
WELLS
FARGO BANK FBO
1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-1076 |
Class Inst2 | 11.89% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.42% | N/A | |
Class C | 12.27% | |||
Class Inst | 6.03% | |||
Greater China Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class C | 13.50% | N/A |
BAND
& CO C/O US BANK NA
1555 N RIVERCENTER DRIVE STE 302 PO BOX 1787 MILWAUKEE WI 53212-3958 |
Class Inst | 21.82% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 8.26% | N/A | |
Class Inst2 | 15.61% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 100.00% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 43.56% | N/A |
Statement of Additional Information – May 1, 2019 | 254 |
Statement of Additional Information – May 1, 2019 | 255 |
Statement of Additional Information – May 1, 2019 | 256 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
BAND
& CO C/O US BANK NA
1555 N RIVERCENTER DRIVE STE 302 PO BOX 1787 MILWAUKEE WI 53212-3958 |
Class Inst | 5.37% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 12.58% | N/A | |
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA |
Class R | 5.36% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R | 10.99% | N/A | |
GREAT-WEST
TRUST FBO RTC TTEE
FBO CERTAIN RETIREMENT PLANS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO |
Class R | 57.51% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 6.07% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 16.90% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 38.57% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 5.39% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL |
Class A | 12.29% | N/A | |
Class R | 7.89% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 5.75% | N/A | |
Class Adv | 88.86% | |||
Class C | 8.17% | |||
Class Inst | 6.16% | |||
Class Inst3 | 6.77% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class Adv | 6.85% | N/A | |
Class C | 5.01% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 5.73% | N/A |
Statement of Additional Information – May 1, 2019 | 257 |
Statement of Additional Information – May 1, 2019 | 258 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY |
Class C | 12.95% | N/A | |
Class Inst | 13.90% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY |
Class A | 6.51% | N/A | |
Class Adv | 29.74% | |||
Class Inst2 | 30.82% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ |
Class Adv | 57.65% | N/A | |
Class C | 5.24% | |||
Class Inst2 | 12.81% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 8.02% | N/A | |
Class Inst | 6.39% | |||
SEI
PRIVATE TRUST COMPANY
ATTN MUTUAL FUND ADMIN 1 FREEDOM VALLEY DR OAKS PA 19456-9989 |
Class Inst3 | 17.51% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 6.48% | N/A | |
Class Inst | 9.98% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 12.94% | N/A | |
Class Inst | 8.19% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CT Intermediate Municipal Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 17.55% | N/A |
Class C | 25.03% | |||
CHARLES
SCHWAB & CO INC CUST
ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 7.84% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst3 | 100.00% | N/A (a) | |
KELLY
F SHACKELFORD
PO BOX 672 NEW CANAAN CT 06840-0672 |
Class V | 16.82% | N/A | |
LPL
FINANCIAL
FBO CUSTOMER ACCOUNTS 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C | 14.21% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 32.13% | 74.43% | |
Class Inst | 89.55% | |||
Class V | 17.44% |
Statement of Additional Information – May 1, 2019 | 259 |
Statement of Additional Information – May 1, 2019 | 260 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET NEW YORK NY 10281-1003 |
Class Adv | 85.74% | N/A | |
Class C | 5.29% | |||
Class Inst2 | 46.75% | |||
Class V | 6.45% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 12.30% | N/A | |
Class Inst2 | 7.42% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 6.08% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 18.39% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 5.31% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 6.73% | N/A | |
Class C | 14.54% | |||
MA Intermediate Municipal Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 12.50% | N/A |
Class C | 42.14% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst2 | 22.52% | N/A (a) | |
Class Inst3 | 8.90% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 91.10% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 7.36% | 77.07% | |
Class C | 14.59% | |||
Class Inst | 91.47% | |||
Class V | 46.81% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET NEW YORK NY 10281-1003 |
Class A | 11.55% | N/A | |
Class Adv | 76.24% | |||
Class C | 12.72% | |||
Class V | 5.25% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 23.42% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 38.10% | N/A | |
Class C | 15.88% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 77.48% | N/A |
Statement of Additional Information – May 1, 2019 | 261 |
Statement of Additional Information – May 1, 2019 | 262 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY 10004-1965 |
Class A | 7.77% | N/A | |
Class C | 7.92% | |||
Class Inst | 6.58% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET NEW YORK NY 10281-1003 |
Class Adv | 28.69% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 70.48% | N/A | |
Class Inst2 | 16.02% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 79.27% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 7.94% | N/A | |
Class C | 13.62% | |||
Strategic NY Municipal Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 25.26% | N/A |
Class C | 16.49% | |||
Class Inst | 29.06% | |||
CHARLES
SCHWAB & CO INC CUST
ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst2 | 91.31% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst3 | 7.97% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 92.03% | N/A | |
J
P MORGAN SECURITIES LLC OMNIBUS
ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS 4 CHASE METROTECH CENTER 3RD FL MUTUAL FUND DEPARTMENT BROOKLYN NY 11245-0003 |
Class Inst | 11.54% | N/A | |
LPL
FINANCIAL
FBO CUSTOMER ACCOUNTS 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C | 5.61% | N/A | |
Class Inst | 9.39% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 7.56% | N/A | |
Class C | 22.58% | |||
Class Inst | 31.51% | |||
MORGAN
STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY 10004-1965 |
Class A | 6.08% | N/A | |
Class C | 12.54% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 6.73% | N/A | |
Class Adv | 95.52% | |||
Class C | 10.57% | |||
STIFEL
NICOLAUS & CO INC
EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY SAINT LOUIS MO 63102-2188 |
Class C | 5.14% | N/A |
Statement of Additional Information – May 1, 2019 | 263 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Real Estate Equity Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 67.76% | N/A |
Class C | 33.95% | |||
CAPITAL
BANK & TRUST CO FBO
C/O FASCORE 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R | 18.84% | N/A | |
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Adv | 13.44% | N/A | |
Class C | 10.32% | |||
Class Inst | 12.58% | |||
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 55.45% | N/A | |
MAC
& CO A/C
ATTN: MUTUAL FUND OPS 500 GRANT STREET PITTSBURGH PA 15219-2502 |
Class Inst2 | 53.84% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A | 5.11% | N/A | |
Class Adv | 16.21% | |||
Class C | 11.12% | |||
Class Inst3 | 43.17% | |||
Class R | 45.19% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 31.93% | N/A | |
Class Inst | 5.18% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 24.94% | N/A | |
Class C | 6.69% | |||
RELIANCE
TRUST COMPANY FBO
MASSMUTUAL REGISTERED PRODUCT PO BOX 28004 ATLANTA GA 30358-0004 |
Class Inst2 | 34.11% | N/A | |
SEI
PRIVATE TRUST CO
ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 |
Class Inst | 29.21% | N/A |
Statement of Additional Information – May 1, 2019 | 264 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 8.54% | N/A |
(a) | Combination of all share classes of Columbia Management initial capital and/or affiliated funds-of-funds’ investments. |
(b) | Reporting information for the fund is as of January 31, 2019. |
Statement of Additional Information – May 1, 2019 | 265 |
Statement of Additional Information – May 1, 2019 | 266 |
Statement of Additional Information – May 1, 2019 | A-1 |
Statement of Additional Information – May 1, 2019 | A-2 |
Statement of Additional Information – May 1, 2019 | A-3 |
Statement of Additional Information – May 1, 2019 | A-4 |
Statement of Additional Information – May 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 – May 1, 2019 | B-2 |
Statement of Additional Information – May 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 – May 1, 2019 | B-4 |
Statement of Additional Information – May 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 – May 1, 2019 | B-6 |
Statement of Additional Information – May 1, 2019 | B-7 |
■ | the inability or perceived inability of a government authority to collect sufficient tax or other revenues to meet its payment obligations; |
■ | natural disasters and ecological or environmental concerns; |
■ | the introduction of constitutional or statutory limits on a tax-exempt issuer’s ability to raise revenues or increase taxes; |
■ | the inability of an issuer to pay interest on or to repay principal or securities in which the funds invest during recessionary periods; and |
■ | economic or demographic factors that may cause a decrease in tax or other revenues for a government authority or for private operators of publicly financed facilities. |
Statement of Additional Information – May 1, 2019 | C-1 |
Statement of Additional Information – May 1, 2019 | C-2 |
Statement of Additional Information – May 1, 2019 | C-3 |
Statement of Additional Information – May 1, 2019 | C-4 |
Statement of Additional Information – May 1, 2019 | C-5 |
Statement of Additional Information – May 1, 2019 | C-6 |
Statement of Additional Information – May 1, 2019 | C-7 |
Statement of Additional Information – May 1, 2019 | C-8 |
Statement of Additional Information – May 1, 2019 | C-9 |
Statement of Additional Information – May 1, 2019 | D-1 |
Statement of Additional Information – May 1, 2019 | D-2 |
■ | Current or retired fund Board members, officers or employees of the funds or Columbia Management or its affiliates (b) ; |
■ | Current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors and employees of such financial advisors (b) ; |
■ | Registered representatives and other employees of affiliated or unaffiliated financial intermediaries (and their immediate family members and related trusts or other entities owned by the foregoing) having a selling agreement with the Distributor (b) ; |
■ | Registered broker-dealer firms that have entered into a dealer agreement with the Distributor may buy Class A shares without paying a front-end sales charge for their investment account only; |
■ | Portfolio managers employed by subadvisers of the funds (b) ; |
■ | Partners and employees of outside legal counsel to the funds or to the funds’ directors or trustees who regularly provide advice and services to the funds, or to their directors or trustees; |
■ | Direct rollovers ( i.e. , rollovers of fund shares and not reinvestments of redemption proceeds) from qualified employee benefit plans, provided that the rollover involves a transfer to Class A shares in the same fund; |
■ | Employees or partners of Columbia Wanger Asset Management, LLC; |
■ | Separate accounts established and maintained by an insurance company which are exempt from registration under Section 3(c)(11); |
■ | At a fund’s discretion, front-end sales charges may be waived for shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the fund is a party; |
Statement of Additional Information – May 1, 2019 | S-1 |
■ | Purchases by registered representatives and employees (and their immediate family members and related trusts or other entities owned by the foregoing (referred to as “Related Persons”)) of Ameriprise Financial Services and its affiliates; provided that with respect to employees (and their Related Persons) of an affiliate of Ameriprise Financial, such persons must make purchases through an account held at Ameriprise Financial or its affiliates. |
■ | Through or under a wrap fee product or other investment product sponsored by a financial intermediary that charges an account management fee or other managed agency/asset allocation accounts or programs involving fee-based compensation arrangements that have or that clear trades through a financial intermediary that has a selling agreement with the Distributor; |
■ | Through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; |
■ | Through banks, trust companies and thrift institutions, acting as fiduciaries; or |
■ | Through “employee benefit plans” created under Section 401(a), 401(k), 457 and 403(b), and qualified deferred compensation plans, that have a plan level or omnibus account maintained with the Fund or the Transfer Agent and transact directly with the Fund or the Transfer Agent through a third-party administrator or third-party recordkeeper. This waiver does not apply to accounts held through commissionable brokerage platforms. |
* | Any shareholder with a Direct-at-Fund account (i.e., shares held directly with the Fund through the Transfer Agent) that is eligible to purchase shares without a front-end sales charge by virtue of having qualified for a previous waiver may continue to purchase shares without a front-end sales charge if they no longer qualify under a category described in the prospectus or in this section. Otherwise, you must qualify for a front-end sales charge waiver described in the prospectus or in this section. |
(a) | The Funds no longer accept investments from new or existing investors in Class E shares, except by existing Class E and former Class F shareholders who opened and funded their account prior to September 22, 2006 that may continue to invest in Class E shares (Class F shares automatically converted to Class E shares on July 17, 2017). See the prospectus offering Class E shares of Large Cap Growth Fund (a series of CFST I) for details. |
(b) | Including their spouses or domestic partners, children or step-children, parents, step-parents or legal guardians, and their spouse’s or domestic partner’s parents, step-parents, or legal guardians. |
■ | In the event of the shareholder’s death; |
■ | For which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase; |
■ | Purchased through reinvestment of dividend and capital gain distributions; |
■ | That result from required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½; |
■ | That result from returns of excess contributions made to retirement plans or individual retirement accounts, so long as the financial intermediary returns the applicable portion of any commission paid by the Distributor; |
■ | For Class A shares: initially purchased by an employee benefit plan; |
■ | For Class C, Class E, and Class V shares: initially purchased by an employee benefit plan that are not connected with a plan level termination; |
■ | In connection with the fund’s Small Account Policy (as described in the prospectus); and |
■ | Issued in connection with plans of reorganization, including but not limited to mergers, asset acquisitions and exchange offers, to which the fund is a party and at the fund’s discretion. |
■ | Any client of Bank of America or one of its subsidiaries buying shares through an asset management company, trust, fiduciary, retirement plan administration or similar arrangement with Bank of America or the subsidiary. |
■ | Any employee (or family member of an employee) of Bank of America or one of its subsidiaries. |
Statement of Additional Information – May 1, 2019 | S-2 |
■ | Any investor buying shares through a Columbia Management state tuition plan organized under Section 529 of the Internal Revenue Code. |
■ | Any trustee or director (or family member of a trustee or director) of a fund distributed by the Distributor. |
■ | Other than for the Multi-Manager Strategies Funds, any shareholder (as well as any family member of a shareholder or person listed on an account registration for any account of the shareholder) who holds Class Inst shares of a fund distributed by the Distributor is eligible to purchase Class Inst shares of other funds distributed by the Distributor, subject to a minimum initial investment of $2,000 ($1,000 for IRAs). If the account in which the shareholder holds Class Inst shares is not eligible to purchase additional Class Inst shares, the shareholder may purchase Class Inst shares in an account maintained directly with the Transfer Agent, subject to a minimum initial investment of $2,000 ($1,000 for IRAs). |
Statement of Additional Information – May 1, 2019 | S-3 |
PART C. OTHER INFORMATION
Item 28. Exhibits
(a)(1) | Second Amended and Restated Agreement and Declaration of Trust, dated August 10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on September 16, 2005. | |
(a)(2) | Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September 19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on September 16, 2005. | |
(a)(3) | Amendment No. 2 to Second Amended and Restated Agreement and Declaration of Trust, effective December 13, 2017, is incorporated by reference to Post-Effective Amendment No. 313 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(3)), filed on January 16, 2018. | |
(a)(4) | Amendment No. 3 to Second Amended and Restated Agreement and Declaration of Trust, effective March 7, 2018, is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(4)), filed on March 29, 2018. | |
(a)(5) | Amendment No. 4 to Second Amended and Restated Agreement and Declaration of Trust, effective December 13, 2018, is incorporated by reference to Post-Effective Amendment No. 342 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(5)), filed on December 21, 2018. | |
(b) | Amended and Restated By-laws of the Registrant, effective October 20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (b)), filed on December 22, 2015. | |
(c) | Not Applicable. | |
(d)(1) | Amended and Restated Management Agreement, as of April 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, is incorporated by reference to Post-Effective Amendment No. 257 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 27, 2016. | |
(d)(1)(i) | Schedule A and Schedule B, as of December 1, 2018, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, amended and restated as of April 25, 2016, are incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)(i)), filed on November 27, 2018. | |
(d)(2) | Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, effective June 16, 2015, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)), filed on October 31, 2016. | |
(d)(2)(i) | Schedule A and Schedule B, as of May 1, 2018, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of October 25, 2016, are incorporated by reference to Post-Effective Amendment No. 76 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)(i)), filed on April 27, 2018. | |
(d)(3) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 30, 2014. |
(d)(3)(i) | Addendum, dated March 7, 2012, to the Subadvisory Agreement, dated March 7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(1)), filed on May 30, 2014. | |
(d)(3)(ii) | Amendment No. 1, dated August 18, 2016 to the Subadvisory Agreement dated March 7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Directional Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(ii)), filed on September 30, 2016. | |
(d)(4) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment No. 259 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 16, 2016. | |
(d)(4)(i) | Amendment No. 1, dated June 29, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)(i)), filed on November 27, 2018. | |
(d)(5) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated February 6, 2013, last amended January 25, 2017, is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on March 29, 2017. | |
(d)(5)(i) | Addendum Authorization to Enter Into Over-The-Counter And/Or Exchange Traded Derivatives between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)(1)), filed on May 30, 2014. | |
(d)(6) | Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited, dated March 5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 26, 2015. | |
(d)(6)(i) | Amendment No. 1, dated December 19, 2014, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(i)), filed on August 26, 2015. | |
(d)(6)(ii) | Amendment No. 2, dated March 4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(ii)), filed on August 26, 2015. | |
(d)(6)(iii) | Amendment No. 3, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iii)), filed on August 26, 2015. |
(d)(6)(iv) | Amendment No. 4, dated August 17, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)(iv)), filed on April 26, 2018. | |
(d)(6)(v) | Form of Amendment No. 5, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)(v)), filed on May 4, 2018. | |
(d)(6)(vi) | Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CAAF Offshore Fund Ltd., a subsidiary of Columbia Alternative Beta Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vii)), filed on August 26, 2015. | |
(d)(7) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 30, 2014. | |
(d)(8) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on August 28, 2014. | |
(d)(8)(i) | Amendment No. 1, dated June 1, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(11)(i)), filed on November 27, 2018. | |
(d)(9) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 30, 2014. | |
(d)(9)(i) | Amendment No.1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(14)(i)), filed on April 11, 2016. | |
(d)(10) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 26, 2015. | |
(d)(10)(i) | Amendment No.1, as of May 1, 2017, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(13)(i)), filed on April 26, 2017. | |
(d)(10)(ii) | Amendment No. 2, as of August 2, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(13)(i)), filed on November 27, 2018. |
(d)(11) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies Fund, dated August 18, 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on September 30, 2016. | |
(d)(11)(i) | Amendment No. 1, dated June 26, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies Fund, dated August 18, 2016, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(14)(i)), filed on November 27, 2018. | |
(d)(12) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Wells Capital Management Incorporated, on behalf of Multi-Manager Directional Alternative Strategies Fund, dated November 1, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on November 27, 2018. | |
(d)(13) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, dated January 25, 2017, is incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on February 7, 2017. | |
(d)(13)(i) | Amendment No. 1, dated May 31, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, dated January 25, 2017, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)(i)), filed on November 27, 2018. | |
(d)(14) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Manulife Asset Management (US) LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective September 13, 2017, is incorporated by reference to Post-Effective Amendment No. 304 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on September 13, 2017. | |
(d)(15) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Arrowstreet Capital, Limited Partnership, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on May 4, 2018. | |
(d)(16) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Baillie Gifford Overseas Limited, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(19)), filed on May 4, 2018. | |
(d)(17) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Causeway Capital Management LLC, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on May 4, 2018. | |
(d)(18) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AlphaSimplex Group, LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective May 23, 2018, is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on May 23, 2018. |
(d)(18)(i) | Addendum to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AlphaSimplex Group, LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective May 23, 2018, is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(21)(i)), filed on May 23, 2018. | |
(d)(19) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Voya Investment Management Co. LLC, on behalf of Multi-Manager Total Return Bond Strategies Fund, dated December 6, 2018, is incorporated by reference to Post-Effective Amendment No. 339 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 6, 2018. | |
(d)(20) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and J.P. Morgan Investment Management Inc., on behalf of Multi-Manager Small Cap Equity Strategies Fund, dated December 19, 2018, is incorporated by reference to Post-Effective Amendment No. 341 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 19, 2018. | |
(d)(21) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Hotchkis and Wiley Capital Management, LLC, on behalf of Multi-Manager Small Cap Equity Strategies Fund, effective February 13, 2019, is incorporated by reference to Post-Effective Amendment No. 344 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on February 13, 2019. | |
(d)(22) | Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., a subsidiary of Columbia Alternative Beta Fund, effective October 1, 2016, is filed herewith as Exhibit (d)(22) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(d)(23) | Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 22, 2015. | |
(d)(24) | Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 22, 2015. | |
(e)(1) | Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 11, 2016. | |
(e)(1)(i) | Restated Schedule I, effective March 7, 2018, and Schedule II to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, are incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)(i)), filed on May 4, 2018. | |
(e)(2) | Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(2)), filed on March 29, 2017. | |
(f) | Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (f)), filed on May 30, 2014. |
(g)(1) | Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on April 29, 2011. | |
(g)(2) | Addendum to Master Global Custody Agreement (related to Multi-Manager Alternative Strategies Fund, Multi-Manager Total Return Bond Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund and Multi-Manager Growth Strategies Fund), dated March 9, 2012 and Addendum to Master Global Custody Agreement (related to Columbia Adaptive Risk Allocation Fund), dated June 11, 2012, are incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 30, 2014. | |
(g)(3) | Addendum to Master Global Custody Agreement (related to Columbia Alternative Beta Fund), dated January 15, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on February 27, 2015. | |
(g)(4) | Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on March 24, 2015. | |
(g)(5) | Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund and Columbia Pacific/Asia Fund), dated March 6, 2018, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(5)), filed on March 29, 2018. | |
(g)(6) | Addendum to Master Global Custody Agreement (related to Multi-Manager Directional Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(6)), filed on September 30, 2016. | |
(g)(7) | Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2020 Fund, Columbia Adaptive Retirement 2030 Fund, Columbia Adaptive Retirement 2040 Fund, Columbia Adaptive Retirement 2050 Fund, Columbia Adaptive Retirement 2060 Fund, Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio) is incorporated by reference to Post-Effective Amendment No. 308 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(7)), filed on October 20, 2017. | |
(g)(8) | Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2025 Fund, Columbia Adaptive Retirement 2035 Fund, Columbia Adaptive Retirement 2045 Fund and Columbia Adaptive Retirement 2055 Fund) is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(8)), filed on March 29, 2018. | |
(g)(9) | Addendum to Master Global Custody Agreement (related to Multi-Manager International Equity Strategies Fund) is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(9)), filed on May 4, 2018. | |
(g)(10) | Addendum, effective April 4, 2016, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 297 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(7)), filed on May 30, 2017. | |
(h)(1) | Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on April 26, 2017. |
(h)(1)(i) | Schedule A and Schedule B, effective July 1, 2018, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, are incorporated by reference to Post-Effective Amendment No. 330 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(i)), filed on July 26, 2018. | |
(h)(2) | Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(6)), filed on March 24, 2006. | |
(h)(3) | Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on June 29, 2016. | |
(h)(3)(i) | Restated Schedule A, effective May 1, 2018, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust, is incorporated by reference to Post-Effective Amendment No. 76 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (h)(3)(i)), filed on April 27, 2018. | |
(h)(4) | Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 175 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(8)), filed on May 30, 2013. | |
(h)(5) | Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (h)(9)), filed on April 29, 2011. | |
(h)(6) | Agreement and Plan of Reorganization, dated December 17, 2015, is incorporated by reference to Registration Statement No. 333-208706 of Columbia Funds Series Trust on Form N-14 (Exhibit (4)), filed on December 22, 2015. | |
(h)(7) | Amended and Restated Credit Agreement, as of December 5, 2017, is incorporated by reference to Post-Effective Amendment No. 328 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(7)), filed on May 29, 2018. | |
(h)(8) | Amended and Restated Credit Agreement, as of December 4, 2018, is incorporated by reference to Post-Effective Amendment No. 190 to Registration Statement No. 333-146374 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(8)), filed on December 21, 2018. | |
(h)(9) | Master Inter-Fund Lending Agreement, dated May 1, 2018, is incorporated by reference to Post-Effective Amendment No. 179 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(11)), filed on May 25, 2018. | |
(h)(9)(i) | Schedule A and Schedule B, effective September 1, 2018, to the Master Inter-Fund Lending Agreement, dated May 1, 2018, are incorporated by reference to Post-Effective Amendment No. 186 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(8)(i)), filed on September 27, 2018. |
(i)(1) | Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)), filed on September 16, 2005. | |
(i)(2) | Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(2)), filed on January 16, 2008. | |
(i)(3) | Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 81 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(3)), filed on November 25, 2008. | |
(i)(4) | Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 95 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(4)), filed on November 20, 2009. | |
(i)(5) | Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(5)), filed on March 14, 2012. | |
(i)(6) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Risk Allocation Fund, is incorporated by reference to Post-Effective Amendment No. 153 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (I)(6)), filed on June 15, 2012. | |
(i)(7) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Alternative Beta Fund, is incorporated by reference to Post-Effective Amendment No. 219 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (j)(8)), filed on January 27, 2015. | |
(i)(8) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(9)), filed on March 24, 2015. | |
(i)(9) | Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager Directional Alternative Strategies Fund, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(10)), filed on September 30, 2016. | |
(i)(10) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Retirement 2020 Fund, Columbia Adaptive Retirement 2030 Fund, Columbia Adaptive Retirement 2040 Fund, Columbia Adaptive Retirement 2050 Fund, Columbia Adaptive Retirement 2060 Fund, Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio, is incorporated by reference to Post-Effective Amendment No. 308 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(11)), filed on October 20, 2017. | |
(i)(11) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Retirement 2025 Fund, Columbia Adaptive Retirement 2035 Fund, Columbia Adaptive Retirement 2045 Fund and Columbia Adaptive Retirement 2055 Fund, is incorporated by reference to Post-Effective Amendment No. 313 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(12)), filed on January 16, 2018. | |
(i)(12) | Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager International Equity Strategies Fund, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(13)), filed on May 4, 2018. |
(j)(1) | Consent of Morningstar, Inc., is incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (11)(b)), filed on August 30, 1996. | |
(j)(2) | Consent of PricewaterhouseCoopers LLP is filed herewith as Exhibit (j)(2) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(k) | Omitted Financial Statements: Not Applicable. | |
(l) | Initial Capital Agreement: Not Applicable. | |
(m)(1) | Amended and Restated Distribution Plan, as of December 15, 2018, is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on February 15, 2019. | |
(m)(2) | Amended and Restated Shareholder Servicing Plan, as of December 15, 2018, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on February 15, 2019. | |
(m)(3) | Amended and Restated Shareholder Services Plan, as of June 14, 2017, for Registrants Class V (formerly known as Class T) shares is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(3)), filed on July 28, 2017. | |
(m)(4) | Shareholder Servicing Plan Implementation Agreement, amended and restated as of June 14, 2017, for Registrants Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on July 28, 2017. | |
(m)(4)(i) | Restated Schedule I, effective June 14, 2017, to Shareholder Servicing Plan Implementation Agreement for Registrants Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)(i)), filed on July 28, 2017. | |
(m)(5) | Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on November 24, 2010. | |
(m)(5)(i) | Restated Schedule I, dated December 15, 2018, to Shareholder Servicing Plan Implementation Agreement, between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(5)(i)), filed on February 15, 2019. | |
(n) | Rule 18f 3 Multi-Class Plan, amended and restated as of December 13, 2018, is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (n)), filed on February 15, 2019. | |
(o) | Reserved. |
(p)(1) | Code of Ethics of Columbia Atlantic Board Funds adopted under Rule 17j-1, effective March 2019, is filed herewith as Exhibit (p)(1) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(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 the Registrant on Form N-1A (Exhibit (p)(2)), filed on February 15, 2019. | |
(p)(3) | Code of Ethics of AQR Capital Management, LLC (a subadviser of Multi-Manager Alternative Strategies Fund and Multi-Manager Directional Alternative Strategies Fund), effective April 2019, is filed herewith as Exhibit (p)(3) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(4) | Code of Ethics of Prudential Financial Investment Adviser (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated August 29, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(6)(i)), filed on November 27, 2018. | |
(p)(4)(i) | Code of Ethics of Prudential Financial Investment Adviser, dated January 10, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(6)(ii)), filed on November 27, 2018. | |
(p)(5) | Code of Ethics of TCW Investment Management Company LLC (a subadviser of Multi-Manager Alternative Strategies Fund and Multi-Manager Total Return Bond Strategies Fund), dated October 24, 2018, is incorporated by reference to Post-Effective Amendment No. 347 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on February 27, 2019. | |
(p)(6) | Code of Ethics of Water Island Capital, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), dated January 1, 2017, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(8)), filed on April 26, 2018. | |
(p)(7) | Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated January 2019, is filed herewith as Exhibit (p)(7) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(8) | Code of Ethics of Loomis, Sayles and Company, L.P. (a subadviser of Multi-Manager Growth Strategies Fund and Multi-Manager Total Return Bond Strategies Fund), effective January 14, 2000, as amended April 18, 2018, is incorporated by reference to Post-Effective Amendment No. 332 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on August 27, 2018. | |
(p)(9) | Code of Ethics of BMO Asset Management Corp. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated March 2018, is filed herewith as Exhibit (p)(9) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(10) | Code of Ethics of Boston Partners Global Investors Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective June 2018, is filed herewith as Exhibit (p)(10) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(11) | Code of Ethics of Wells Capital Management, Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective 2018, is filed herewith as Exhibit (p)(11) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(12) | Code of Ethics of Los Angeles Capital Management and Equity Research, Inc. (a subadviser of Multi-Manager Growth Strategies Fund), effective September 28, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on November 27, 2018. | |
(p)(13) | Code of Ethics of Manulife Asset Management (US) LLC (a subadviser of Multi-Manager Alternative Strategies Fund), effective February 2018, is filed herewith as Exhibit (p)(13) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(14) | Code of Ethics of Arrowstreet Capital, Limited Partnership (a subadviser of Multi-Manager International Equity Strategies Fund), effective April 1, 2018, is filed herewith as Exhibit (p)(14) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(15) | Code of Ethics of Baillie Gifford Overseas Limited (a subadviser of Multi-Manager International Equity Strategies Fund), effective December 2018, is filed herewith as Exhibit (p)(15) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(16) | Code of Ethics of Causeway Capital Management LLC (a subadviser of Multi-Manager International Equity Strategies Fund), effective June 2018, is filed herewith as Exhibit (p)(16) to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(17) | Code of Ethics of AlphaSimplex Group, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(20)), filed on May 23, 2018. | |
(p)(18) | Code of Ethics of Voya Investment Management Co. LLC (a subadviser of Multi-Manager Total Return Bond Strategies Fund), effective July 1, 2018, is incorporated by reference to Post-Effective Amendment No. 339 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(21)), filed on December 6, 2018. | |
(p)(19) | Code of Ethics of J.P. Morgan Investment Management Inc. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), effective November 8, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (p)(10)), filed on December 7, 2018. | |
(p)(20) | Code of Ethics of Hotchkis and Wiley Capital Management, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), as of August 15, 2017, is incorporated by reference to Post-Effective Amendment No. 344 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(21)), filed on February 13, 2019. | |
(q)(1) | Trustees Power of Attorney, dated January 1, 2018, is incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 1, 2018. | |
(q)(2) | Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(7)), filed on February 27, 2015. | |
(q)(3) | Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed on May 27, 2016. |
(q)(4) | Power of Attorney for Amy K. Johnson, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(4)), filed on May 27, 2016. | |
(q)(5) | Power of Attorney for Anthony P. Haugen, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(5)), filed on May 27, 2016. | |
(q)(6) | Power of Attorney for Joseph Beranek, dated January 3, 2019, is incorporated by reference to Post-Effective Amendment No. 343 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(6)), filed on January 14, 2019. |
Item 29. Persons Controlled by or under Common Control with the Registrant
Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. Indemnification
Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrants request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrants request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrants Bylaws, which have been filed as an exhibit to this registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. In accordance with Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Persons office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrants Distribution Agreement, which has been filed as an exhibit to the registration statement. The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrants trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrants investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrants investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrants organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
Item 31. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (the Investment Manager), the Registrants investment adviser, or the subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrants past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.
(a) |
The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrants series and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. |
(b) |
AlphaSimplex Group, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AlphaSimplex Group, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by AlphaSimplex Group, LLC and is incorporated herein by reference. Information about the business of AlphaSimplex Group, LLC and the directors and principal executive officers of AlphaSimplex Group, LLC is also included in the Form ADV filed by AlphaSimplex Group, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-62448), which is incorporated herein by reference. |
(c) |
AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55543), which is incorporated herein by reference. |
(d) |
Arrowstreet Capital, Limited Partnership performs investment management services for the Registrant and certain other clients. Information regarding the business of Arrowstreet Capital, Limited Partnership and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Arrowstreet Capital, Limited Partnership and is incorporated herein by reference. Information about the business of Arrowstreet Capital, Limited Partnership and the directors and principal executive officers of Arrowstreet Capital, Limited Partnership is also included in the Form ADV filed by Arrowstreet Capital, Limited Partnership with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-56633), which is incorporated herein by reference. |
(e) |
Baillie Gifford Overseas Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Baillie Gifford Overseas Limited and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Baillie Gifford Overseas Limited and is incorporated herein by reference. Information about the business of Baillie Gifford Overseas Limited and the directors and principal executive officers of Baillie Gifford Overseas Limited is also included in the Form ADV filed by Baillie Gifford Overseas Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21051), which is incorporated herein by reference. |
(f) |
Boston Partners Global Investors, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Boston Partners Global Investors, Inc. and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Boston Partners Global Investors, Inc. and is incorporated herein by reference. Information about the business of Boston Partners Global Investors, Inc. and the directors and principal executive officers of Boston Partners Global Investors, Inc. is also included in the Form ADV filed by Boston Partners Global Investors, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-61786), which is incorporated herein by reference. |
(g) |
BMO Asset Management Corp. performs investment management services for the Registrant and certain other
clients. Information regarding the business of BMO Asset Management Corp. and certain of its officers is set forth in the
|
(h) |
Causeway Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Causeway Capital Management LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Causeway Capital Management LLC and is incorporated herein by reference. Information about the business of Causeway Capital Management LLC and the directors and principal executive officers of Causeway Capital Management LLC is also included in the Form ADV filed by Causeway Capital Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60343), which is incorporated herein by reference. |
(i) |
Conestoga Capital Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Conestoga Capital Advisors, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Conestoga Capital Advisors, LLC and is incorporated herein by reference. Information about the business of Conestoga Capital Advisors, LLC and the directors and principal executive officers of Conestoga Capital Advisors, LLC is also included in the Form ADV filed by Conestoga Capital Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60133), which is incorporated herein by reference. |
(j) |
Hotchkis and Wiley Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Hotchkis and Wiley Capital Management, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Hotchkis and Wiley Capital Management, LLC and is incorporated herein by reference. Information about the business of Hotchkis and Wiley Capital Management, LLC and the directors and principal executive officers of Hotchkis and Wiley Capital Management, LLC is also included in the Form ADV filed by Hotchkis and Wiley Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60512), which is incorporated herein by reference. |
(k) |
J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21011), which is incorporated herein by reference. |
(l) |
Loomis, Sayles and Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles and Company, L.P. and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Loomis, Sayles and Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles and Company, L.P. and the directors and principal executive officers of Loomis, Sayles and Company, L.P. is also included in the Form ADV filed by Loomis, Sayles and Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference. |
(m) |
Los Angeles Capital Management and Equity Research, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Los Angeles Capital Management and Equity Research, Inc. and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Los Angeles Capital Management and Equity Research, Inc. and is incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60934), which is incorporated herein by reference. |
(n) |
Manulife Asset Management (US) LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Manulife Asset Management (US) LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Manulife Asset Management (US) LLC and is incorporated herein by reference. Information about the business of Manulife Asset Management (US) LLC and the directors and principal executive officers of Manulife Asset Management (US) LLC is also included in the Form ADV filed by Manulife Asset Management (US) LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-42023), which is incorporated herein by reference. |
(o) |
PGIM, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of PGIM, Inc. and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by PGIM, Inc. and is incorporated herein by reference. Information about the business of PGIM, Inc. and the directors and principal executive officers of PGIM, Inc. is also included in the Form ADV filed by PGIM, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-22808), which is incorporated herein by reference. |
(p) |
TCW Investment Management Company LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by TCW Investment Management Company LLC and is incorporated herein by reference. Information about the business of TCW Investment Management Company LLC and the directors and principal executive officers of TCW Investment Management Company LLC is also included in the Form ADV filed by TCW Investment Management Company LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference. |
(q) |
Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series |
subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which is incorporated herein by reference. |
(r) |
Voya Investment Management Co. LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Voya Investment Management Co. LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Voya Investment Management Co. LLC and is incorporated herein by reference. Information about the business of Voya Investment Management Co. LLC and the directors and principal executive officers of Voya Investment Management Co. LLC is also included in the Form ADV filed by Voya Investment Management Co. LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-9046), which is incorporated herein by reference. |
(s) |
Water Island Capital, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Water Island Capital, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-57341), which is incorporated herein by reference. |
(t) |
Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21122), which is incorporated herein by reference. |
Item 32. Principal Underwriter
(a) |
Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant: |
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust and Wanger Advisors Trust.
(b) |
As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc. |
Name and Principal Business Address* |
Position and Offices with Principal Underwriter |
Positions and Offices with Registrant |
||
William F. Truscott | Chief Executive Officer | Board Member, Senior Vice President | ||
Scott E. Couto | President | None | ||
Jeffrey J. Scherman | Chief Financial Officer | None | ||
Michael E. DeFao | Vice President, Chief Legal Officer and Assistant Secretary | Vice President and Assistant Secretary | ||
Stephen O. Buff | Vice President, Chief Compliance Officer | None |
James Bumpus | Vice President National Sales Manager | None | ||
Thomas A. Jones | Vice President and Head of Strategic Relations | None | ||
Gary Rawdon | Vice President Sales Governance and Administration | None | ||
Leslie A. Walstrom | Vice President and Head of U.S. Marketing | None | ||
Daniel J. Beckman | Vice President and Head of U.S. Retail Product | None | ||
Marc Zeitoun | Vice President, Head of Strategic Beta and Head of Private Client Accounts | None | ||
Thomas R. Moore | Secretary | None | ||
Paul B. Goucher | Vice President and Assistant Secretary | Senior Vice President and Assistant Secretary | ||
Amy L. Hackbarth | Vice President and Assistant Secretary | None | ||
Mark D. Kaplan | Vice President and Assistant Secretary | None | ||
Nancy W. LeDonne | Vice President and Assistant Secretary | None | ||
Ryan C. Larrenaga | Vice President and Assistant Secretary |
Senior Vice President, Chief Legal Officer and Secretary |
||
Joseph L. DAlessandro | Vice President and Assistant Secretary | Assistant Secretary | ||
Christopher O. Petersen | Vice President and Assistant Secretary | President and Principal Executive Officer | ||
James E. Brefeld, Jr. | Treasurer | None | ||
Michael Tempesta | Anti-Money Laundering Officer and Identity Theft Prevention Officer | None | ||
Kevin Wasp | Ombudsman | None | ||
Kristin Weisser | Conflicts Officer | None |
* |
The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston, MA 02110. |
(c) |
Not Applicable. |
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder include:
|
Registrant, 225 Franklin Street, Boston, MA 02110; |
|
Registrants investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
|
Registrants subadviser, Alpha Simplex Group, LLC, 255 Main Street, Cambridge, MA 02142; |
|
Registrants subadviser, Arrowstreet Capital, Limited Partnership, 200 Clarendon Street, 30th Floor, Boston, MA 02116; |
|
Registrants subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830; |
|
Registrants subadviser, Baillie Gifford Overseas Limited, Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN; |
|
Registrants subadviser, Boston Partners Global Investors, Inc., 909 Third Avenue, New York, NY 10022; |
|
Registrants subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11 th Floor, Chicago, IL, 60603; |
|
Registrants subadviser, Causeway Capital Management LLC, 11111 Santa Monica Blvd., 15th Floor, Los Angeles, CA 90025; |
|
Registrants subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087; |
|
Registrants subadviser, Hotchkis and Wiley Capital Management, LLC, 725 South Figueroa Street, Los Angeles, CA 90017; |
|
Registrants subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, NY 10017; |
|
Registrants subadviser, Loomis, Sayles and Company, L.P., One Financial Center, Boston, MA 02111; |
|
Registrants subadviser, Los Angeles Capital Management and Equity Research, Inc., 1150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025; |
|
Registrants subadviser, Manulife Asset Management (US) LLC, 197 Clarendon St # 4, Boston, MA 02116; |
|
Registrants subadviser, PGIM, Inc./Prudential Financial, Inc., 655 Broad Street, Newark, NJ 07102; |
|
Registrants subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017; |
|
Registrants subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom; |
|
Registrants subadviser, Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY, 10169; |
|
Registrants subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010; |
|
Registrants subadviser, Wells Capital Management Incorporated, 525 Market Street, San Francisco, CA 94105; |
|
Registrants provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102; |
|
Registrants former subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017; |
|
Registrants former subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007; |
|
Registrants former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110; |
|
Registrants former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779; |
|
Registrants former subadviser, Nordea Investment Management North America, Inc., 1211 Avenue of the Americas, 23 rd Floor, New York, NY; |
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Registrants former subadviser, RS Investment Management Co. LLC, One Bush Street, Suite 900, San Francisco, CA 94104; |
|
Registrants former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108; |
|
Registrants principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110; |
|
Registrants transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110; |
|
Registrants sub-transfer agent, DST Asset Manager Services, 2000 Crown Colony Dr., Quincy, MA; |
|
Registrants custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 th Floor, New York, NY 10005; and |
|
Registrants former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111. |
In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.
Certain information on the above-referenced physical possession of accounts, books and other documents is also included in the Registrants filings on Form N-CEN filed with the Securities and Exchange Commission on October 12, 2018, November 13, 2018, January 10, 2019, March 15, 2019 and April 12, 2019 with respect to Funds with fiscal years July 31, 2018, August 31, 2018, October 31, 2018, December 31, 2018 and January 31, 2019, respectively.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS SERIES TRUST I, certifies that it meets all the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and the State of Minnesota on the 25th day of April, 2019.
COLUMBIA FUNDS SERIES TRUST I | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 25th day of April, 2019.
Signature | Capacity | Signature | Capacity | |||||||
/s/ Christopher O. Petersen |
President |
/s/ David M. Moffett* |
Trustee | |||||||
Christopher O. Petersen | (Principal Executive Officer) | David M. Moffett | ||||||||
/s/ Michael G. Clarke* |
|
Chief Financial Officer |
/s/ John J. Neuhauser* |
Trustee | ||||||
Michael G. Clarke |
(Principal Financial Officer) and Senior Vice President |
John J. Neuhauser | ||||||||
/s/ Joseph Beranek* |
Treasurer and Chief |
/s/ Patrick J. Simpson* |
Trustee | |||||||
Joseph Beranek |
Accounting Officer (Principal Accounting Officer) |
Patrick J. Simpson | ||||||||
/s/ Douglas A. Hacker* |
Chair of the Board |
/s/ William F. Truscott* |
Trustee | |||||||
Douglas A. Hacker | William F. Truscott | |||||||||
/s/ Janet L. Carrig* |
Trustee |
/s/ Anne-Lee Verville* |
Trustee | |||||||
Janet L. Carrig | Anne-Lee Verville | |||||||||
/s/ Nancy T. Lukitsh* |
Trustee | |||||||||
Nancy T. Lukitsh |
* | By: |
/s/ Joseph DAlessandro |
||
Name: | Joseph DAlessandro** | |||
Attorney-in-fact |
** |
Executed by Joseph DAlessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on May 27, 2016, on behalf of Joseph Beranek pursuant to a Power of Attorney, dated January 3, 2019, and incorporated by reference to Post-Effective Amendment No. 343 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(6)), filed with the Commission on January 14, 2019 and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2018, and incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 1, 2018. |
Exhibit Index
(d)(22) | Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., effective October 1, 2016 | |
(j)(2) | Consent of PricewaterhouseCoopers LLP | |
(p)(1) | Code of Ethics of Columbia Atlantic Board Funds adopted under Rule 17j-1, effective March 2019 | |
(p)(3) | Code of Ethics of AQR Capital Management, LLC, effective April 2019 | |
(p)(7) | Code of Ethics of Conestoga Capital Advisors, LLC, dated January 2019 | |
(p)(9) | Code of Ethics of BMO Asset Management Corp., dated March 2018 | |
(p)(10) | Code of Ethics of Boston Partners Global Investors Inc, effective June 2018 | |
(p)(11) | Code of Ethics of Wells Capital Management, Inc., effective 2018 | |
(p)(13) | Code of Ethics of Manulife Asset Management (US), effective February 2018 | |
(p)(14) | Code of Ethics of Arrowstreet Capital, Limited Partnership, effective April 1, 2018 | |
(p)(15) | Code of Ethics of Baillie Gifford Overseas Limited, effective December 2018 | |
(p)(16) | Code of Ethics of Causeway Capital Management LLC, effective June 2018 |
MANAGEMENT AGREEMENT
This Management Agreement ( Agreement ), effective October 1, 2016, is by and between Columbia Management Investment Advisers, LLC (the Investment Manager ), a Minnesota limited liability company, and CAAF Offshore Fund, Ltd. (the Subsidiary or Fund), a wholly-owned subsidiary of Columbia Alternative Beta Fund (the Parent Fund), a series of Columbia Funds Series Trust I.
1. |
Services . |
(a) The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, subject to the oversight of the Board of Directors of the Subsidiary (the Board ), any committees thereof and/or authorized officer(s) of the Fund, to furnish the Fund continuously with investment advice; to determine, consistent with the Funds Memorandum and Articles of Association and the Funds investment objectives, strategies and policies as from time to time set forth in the Parent Funds then-current prospectus or statement of additional information, or as otherwise established by the Board, which investments, in the Investment Managers discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; to provide all of the administrative services and facilities that are necessary for or appropriate to the business and effective operation of the Fund as of the date hereof that are not as of the date hereof (1) provided by employees or other agents engaged by the Fund or the Board or (2) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including the following (unless otherwise directed by the Board or a committee thereof):
(i) Providing office space, equipment, office supplies and clerical personnel;
(ii) Overseeing and assisting in the preparation of all general or routine shareholder communications;
(iii) Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;
(iv) Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund or the Parent Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications, including, but not limited to, reports on Form N-CR, Form N-CSR, Form N-MFP, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, proxy materials, and notices pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the 1940 Act ) for the Fund or, to the extent the information relates to the Fund or its Portfolio, the Parent Fund;
1
(v) Preparing and filing of any required tax reports and returns, including the Funds foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders;
(vi) Monitoring and testing the Funds compliance with applicable tax laws and regulations;
(vii) Executing the pricing process, including calculating the Funds net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;
(viii) Coordinating and supervising relations with, and monitoring the performance of, any custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;
(ix) Preparing, maintaining and filing any filings required by state, federal, and local laws and regulations;
(x) If applicable, determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;
(xi) Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;
(xii) Arranging, if desired by the Fund, for Board members, officers, and employees of the Investment Manager to serve as Board members, officers, or agents of the Fund;
(xiii) Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Funds business as the Board may request from time to time;
(xiv) Providing fund accounting and internal audit services;
(xv) Calculating and providing to the Parent Fund the Funds daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Parent Funds current registration statement;
(xvi) Preparing and furnishing to the Fund or the Parent Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;
2
(xvii) Assisting the Parent Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the 1940 Act;
(xviii) Providing compliance services, as directed by the Parent Funds Chief Compliance Officer, which include monitoring the Funds compliance with its policies and procedures and with applicable laws, and the rules and regulations thereunder;
(xix) Monitoring the Funds compliance with its investment policies, objectives, and restrictions as set forth in the Funds Memorandum and Articles of Association and the Parent Funds currently effective prospectus and statement of additional information;
(xx) Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;
(xxi) [Intentionally left blank];
(xxii) Providing internal legal support of services provided by the Investment Manager under this Agreement;
(xxiii) Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and, if requested by the Board, reporting to the Board regarding such matters;
(xxiv) Monitoring, budgeting, approving and arranging for payment of Fund expenses;
(xxv) Monitoring Board compliance with personal trading guidelines;
(xxvi) Upon request from the Board, obtaining and maintaining the Funds insurance coverage and administering claims thereunder, and filing any related notices;
(xxvii) Preparing such financial information and reports as may be required by any banks from which the Fund or the Parent Fund borrows;
(xxviii) Maintaining the Funds books and records in accordance with all applicable laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that the Investment Manager shall surrender promptly to the Fund or the Parent Fund any such items it maintains upon request, provided that the Investment Manager shall be permitted to retain a copy of all such items;
(xxix) Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as the Investment Manager determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;
(xxx) Assisting the Fund and the Parent Fund in regulatory examinations, inspections or investigations of the Fund;
3
(xxxi) [Intentionally left blank];
(xxxii) [Intentionally left blank];
(xxxiii) Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;
(xxxiv) Upon request of the Board, implementing and maintaining, together with affiliated companies, including the Parent Fund, a business continuation and disaster recovery program for the Fund;
(xxxv) Arranging for all meetings of the Board and shareholders;
(xxxvi) Maintaining and retaining all charter documents and coordinating the filing of any documents required to maintain the Funds organizational status under applicable law; and
(xxxvii) Supervising the drafting, negotiation and maintenance of any Fund agreements.
The services provided hereunder are collectively referred to herein as the Services.
(b) The Investment Manager agrees: (i) to maintain an adequate organization of competent persons to provide the Services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser or other party); and (ii) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board or the Board of Trustees of the Parent Fund deems appropriate for the purpose of reviewing the Investment Managers performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of, and the provision of administrative Services and facilities to, the Fund in such form and at such intervals as the Board may reasonably request.
(c) The Fund agrees that the Investment Manager may, at its own expense, subcontract for the Services (including with affiliates of the Investment Manager) or make use of its affiliated companies and their board members, trustees, officers and employees, with the understanding that the quality and scope of Management Services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the advisory Services with respect to the Fund, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Funds overall investment strategies (consistent with the Parent Funds then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Funds assets; when appropriate, allocate and reallocate the Funds assets among multiple subadvisers; monitor and evaluate the investment performance of
4
subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Funds investment objectives, policies and restrictions.
(d) In performing the Services, the Investment Manager shall (i) act in conformity with the Funds Memorandum and Articles of Association as well as the Parent Funds declaration of trust, bylaws and registration statement, as each may be amended from time to time, (ii) consult and coordinate with the Fund, as necessary and appropriate, (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention, and (iv) comply (or cause the Fund to comply, as applicable) with all applicable law and manage the Fund so as to ensure that the operations of the Fund and Parent Fund, taken as a whole, comply with all applicable law, including but not limited to the following, to the extent applicable, including but not limited to the 1940 Act, the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the Advisers Act ), the 1933 Act, and the provisions of the Code applicable to the Fund to the extent it seeks to qualify as a regulated investment company.
(e) In connection with its advisory Services, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that the Investment Manager may not share with, or act upon for the benefit of, the Fund.
(f) The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Funds assets may be invested from time to time, as directed by the Board from time to time.
(g) The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. The Investment Manager hereby agrees that all records that it maintains for the Fund under this Agreement are the property of the Subsidiary and further agrees to surrender promptly to the Subsidiary any of such records upon request.
(h) The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the Services.
(i) In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealers risk in positioning a block of securities, the broker-dealers execution service rendered on a continuing basis and in other transactions, the broker-dealers expertise in particular markets, and
5
the broker-dealers ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction, provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Managers overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.
(j) Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager nor any of its respective directors, officers, partners, principals, employees, subcontractors or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.
2. |
Compensation . |
(a) The Fund agrees to pay to the Investment Manager, in full payment for its Services, a fee as set forth in Schedule A .
(b) The fees payable hereunder shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the fees paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.
(c) The fees payable hereunder shall be paid in cash by the Fund to the Investment Manager within five (5) business days after the last day of each month. A business day shall be any day on which shares of the Parent Fund are available for purchase.
3. |
Allocation of Expenses . |
(a) The Investment Manager shall: (i) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the
6
advisory Services contemplated to be provided by it pursuant to this Agreement, and (ii) pay the compensation of the directors or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the compensation of one or more of the Funds officer(s)).
(b) Except to the extent that such expenses are paid by the Investment Manager or its affiliates pursuant to a unitary fee or other arrangement, the Investment Manager shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund or the Parent Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:
(i) Any fees payable to the Investment Manager for its Services under this Agreement;
(ii) Any fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;
(iii) [Intentionally left blank];
(iv) Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;
(v) Any fees and charges for services of the Funds independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;
(vi) Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(vii) Any Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Funds tax returns;
(viii) Any fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Funds legal existence, including the filing of any required reports, charter document amendments or other documents;
(ix) Organizational expenses of the Fund;
(x) [Intentionally left blank];
(xi) Expenses of maintaining qualification of the Fund and the Funds shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;
(xii) Brokerage commissions and other transaction expenses in connection with the Funds purchase and sale of assets;
7
(xiii) Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;
(xiv) Any fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;
(xv) Any board member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates for services as a Board member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Funds chief compliance officer or other officer(s));
(xvi) Any expenses incidental to holding meetings of the Board or Fund shareholders;
(xvii) Any expenses incurred in connection with lending portfolio securities of the Fund;
(xviii) Any interest on indebtedness and any other costs of borrowing money;
(xix) Any fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;
(xx) Any other expenses payable by the Fund pursuant to separate agreements of the Fund; and
(xxi) Any other expenses properly payable by the Fund, as approved by the Board.
(c) The Investment Manager agrees to pay all expenses it incurs in connection with the administrative Services, excluding any expenses contemplated to be borne by the Fund pursuant to Section 5(b) of this Agreement. For avoidance of doubt, except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization, operation or business of the Fund.
(d) [Intentionally left blank.]
(e) If, as a result of a change in applicable law, rules or regulations, or any change in the administrative Services provided as of the date hereof by any person other than the Investment Manager or its affiliates pursuant to any agreement or arrangement with the Fund, the type or quantity of administrative Services necessary for or appropriate to the business and effective operation of the Fund changes, the Investment Manager and the Fund may agree that the
8
Investment Manager shall provide or arrange for the provision of such additional administrative services for such fee as may be mutually agreed by the parties.
4. |
Miscellaneous . |
(a) The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.
(b) The Fund acknowledges that the Investment Manager and its affiliates may perform advisory Services for other clients, so long as the Investment Managers advisory Services to the Fund are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.
(c) The Fund recognizes that the Investment Manager and its affiliates, pursuant to separate agreements, now render and may continue to render administrative Services to other funds and persons which may or may not have policies similar to those of the Fund and that the Investment Manager provides Administrative Services for its own investments and/or those of its affiliates. The Investment Manager shall be free to provide such administrative Services and the Fund hereby consents thereto.
(d) Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise; provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, SEC orders or published SEC staff guidance.
(e) Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such partys principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (e).
(f) All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except
9
as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.
(g) This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof.
(h) Notice is hereby given that this Agreement is executed on behalf of the Subsidiary by an officer or trustee of the Subsidiary in his or her capacity as an officer or trustee of the Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of the Subsidiary individually, but are binding only upon the assets and property of the Subsidiary. Furthermore, notice is hereby given that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of the Trust are several and not joint.
(i) If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.
(j) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.
5. |
Renewal and Termination . |
(a) This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided.
(b) This Agreement may be terminated by either the Fund or the Investment Manager at any time by giving the other party 60 days written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.
(c) This Agreement shall terminate in the event of its assignment, the term assignment for this purpose having the same meaning as set forth in the 1940 Act, unless the
10
SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order. This Agreement shall terminate in the event the Investment Manager ceases to be the investment adviser of the Parent Fund.
(d) Except as prohibited by applicable law, this Agreement may be amended with respect to the Fund upon written agreement of the Investment Manager and the Subsidiary.
(e) In the event that, in connection with a termination, a successor or successors to any of the duties or responsibilities of the Investment Manager hereunder is/are designated by the Fund by written notice to the Investment Manager, upon such termination the Investment Manager shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to each such successor all relevant books, records, and data established or maintained by the Investment Manager under this Agreement and shall cooperate in the transfer of such duties and responsibilities.
(f) At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Managers business as investment adviser.
11
IN WITNESS THEREOF , the parties hereto have executed the foregoing Agreement as of October 1, 2016.
CAAF Offshore Fund, Ltd. |
By: /s/ Christopher O. Petersen |
||
Name: |
Christopher O. Petersen |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By: /s/ Ryan Larrenaga |
||
Name: |
Ryan Larrenaga |
|
Title: |
Assistant Secretary |
12
SCHEDULE A
Fee Schedule
Net Assets (millions)
|
Annual rate at each asset level Asset Charge (1) |
|
$0 - $500 > $500 - $1,000 > $1,000 - $3,000 > $3,000 - $12,000 > $12,000 |
0.960% 0.955% 0.950% 0.940% 0.930% |
(1) When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund.
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 Series Trust I of our report dated February 20, 2019, relating to the financial statements and financial highlights, which appear in Columbia Real Estate Equity Funds Annual Report on Form N- CSR for the year ended December 31, 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 | ||
April 24, 2019 |
Fund Policy: Code of Ethics (Rule 17(j)-1)
C OLUMBIA A TLANTIC B OARD
Type of Policy |
Fund Policy |
|
Applicable Regulatory Authority |
Section 17(j) of the 1940 Act; Rule 17j-1 under the 1940 Act; Rule 204-2(a)(12) of the Advisers Act; Section 15(f) of the 1934 Act. |
|
Requires Annual Approval | Board must receive CCO Certifications and Review | |
Last Reviewed by AMC | March 2019 |
Overview and Statement
Section 17(j) of the 1940 Act makes it unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for an investment company, to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such person of any security held or to be acquired by such investment company in contravention of such rules as the SEC may adopt to prevent any such acts, practices and courses of business as are fraudulent, deceptive or manipulative. Section 17(j) is intended to permit the SEC to create guidelines to prohibit persons affiliated with investment companies and their investment advisers and principal underwriters from engaging in securities transactions for their personal accounts when such transactions are likely to conflict with the investment programs of such investment companies.
In response to Section 17(j), the SEC adopted Rule 17j-1 under the 1940 Act. Rule 17j-1:
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Prohibits affiliated persons of investment companies, and affiliated persons of their investment advisers and principal underwriters, from defrauding the investment company; |
|
Requires investment companies, their investment advisers and principal underwriters to adopt written codes of ethics containing provisions reasonably necessary to prevent certain affiliated persons known as access persons (defined in Section II) from defrauding the investment company; and |
|
Requires access persons to report to the investment company, adviser or distributor all transactions in securities of which they are the beneficial owners, subject to certain exceptions. |
The Code of Ethics (the Code) set forth in this document shall apply to each covered fund 1 (Fund) advised by Columbia Management Investment Advisers, LLC. whose Board specifically adopts the Code. The Code applies to any of a Funds access persons and independent access persons 2 , (as defined below) who are not otherwise covered under a Code of Ethics of the Adviser (including any Sub-adviser) or principal underwriter of the Fund that has
1 |
A covered fund is a closed end fund, a mutual fund, or an exchange traded fund for which CMIA serves as an investment adviser or for which an affiliate of CMIA serves as principal underwriter. |
2 |
For purposes of the Code, each consultant who is engaged by the Board and who, in the course of his or her duties, receives all the information made available to independent access persons shall be treated as an independent access person. |
Page 1 of 11
been approved by the Board 3 (an Investment Adviser Code). A person who is deemed an access person of the Fund and who is also an access person of the Adviser (including any Sub-adviser) or principal underwriter to the Fund is only required to report under and otherwise comply with the Investment Adviser Code. Such persons, however, are still subject to the principles and prohibitions contained in Section I of the Funds Code.
Regardless of a persons designation, Sections III and IV of this Code apply to all access and independent access persons of a Fund.
This Fund Policy should be read and interpreted in conjunction with the Overview and Implementation of the Compliance Program Policy .
I. |
Purpose. |
The Board of each Fund has adopted this Code in order to comply with applicable regulatory requirements as outlined below:
Rule 17j-1(b) under the 1940 Act makes it unlawful for any officer or Board member of a Fund (as well as other persons who are access persons), in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired 4 by the Fund:
A. |
To employ any device, scheme or artifice to defraud the Fund; |
B. |
To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; |
C. |
To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or |
D. |
To engage in any manipulative practice with respect to the Fund. |
The restrictions included in this Code are designed to prevent violations of these prohibitions. (See Rule 17j-1(b)).
In addition, the Investment Company Institute (the ICI) has suggested that investment companies adopt additional measures to obviate conflicts, prevent and detect abusive practices and preserve the confidence of investors. Various requirements included in this Code are intended to substantially conform to additional measures suggested by the ICI.
This Code states the general principle for the operations of the Fund, sets out the principles of conduct for the members of the Board, and establishes requirements to assure transactions are carried out consistent with the standard.
3 |
The Investment Adviser Code of Ethics for Covered Persons was adopted by Columbia Management Investment Advisers, LLC and Columbia Management Investment Distributors, Inc. and approved by the Fund Boards pursuant to Rule 17j-1. Any Sub-advisers to the covered funds and ALPS, statutory underwriter to the Columbia ETFs, have also adopted Investment Adviser Codes that the applicable Board, as applicable, has approved pursuant to Rule 17j-1 |
4 |
A security held or to be acquired by the Fund means any Covered Security which, within the most recent 15 days: (i) is or has been held by the Fund; or (ii) is being or has been considered by the Fund or its Adviser for purchase by the Fund; and any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security. |
Page 2 of 11
II. |
Definitions. |
Access person is any director, officer or employee of the Fund and any individual (other than an independent access person (as defined below)) who falls within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the 1940 Act).
Independent access person is a director/trustee of the Fund who is not an interested person (as defined by the 1940 Act) of the Fund. The Funds CCO shall maintain a list of independent access persons of the Fund and advise them of their status once each year.
Covered security is any stock, bond or other security as defined in Section 2(a)(36) of the 1940 Act, except that covered security does not include a security issued by the Government of the United States, a bankers acceptance, a bank certificate of deposit, commercial paper or high quality short-term debt instrument, including a repurchase agreement, or shares issued by a registered open-end investment company (other than a covered fund or an exchange traded fund).
Covered security transaction includes, among other things, a transaction in a covered security, an option to purchase or sell a covered security and an over-the-counter contract on a narrow-based index of securities.
III. |
Policy Regarding Insider Trading. |
No access person or independent access person who has any material non-public information relating to a covered security or to any publicly-traded companies or any issuer thereof with which the Fund or its investment manager, CMIA (or its affiliates) does business, such as customers, partners, or suppliers, may buy or sell such covered securities (or securities of such publicly-traded companies), pass the information to others for use in trading in securities or otherwise attempt to take advantage of the information.
For purposes of this Code, immediate family member means any parent, spouse of a parent, child, spouse of a child, spouse, domestic partner, brother, or sister (including step and adoptive relationships) sharing the same household.
IV. |
Procedures. |
A. |
Personal Security Transactions. |
1. |
Prohibited Security Transactions in Covered Securities |
No access person or independent access person shall purchase or sell, directly or indirectly, any covered security in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, or cause any account over which he or she has any direct or indirect influence or control to purchase or sell any covered security , if at the time of such purchase or sale he or she knew or should have known the covered security is being considered for purchase or sale, or is being purchased or sold, for the Fund.
2. |
Prohibited Transactions in Shares of a Fund |
No access person or independent access person shall purchase or redeem (or, in the case of a covered security issued by a closed-end fund, sell) shares of a Fund in a manner that a reasonable investor would perceive to be market timing. The shares of all Funds, except for any money market Fund operating under Rule 2a-7 under the 1940 Act, are subject to this prohibition.
Page 3 of 11
3. |
Prohibited Use of Material, Nonpublic Information |
No access person or independent access person shall trade, either personally or on behalf of others, while in possession of material, nonpublic information, nor may they communicate material, nonpublic information to others in violation of the law.
The restrictions set forth in Section IV shall not apply to:
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Purchases or sales over which the person has no direct or indirect influence or control (i.e., non-volitional trades); |
|
Purchases which are part of an Automatic Investment Plan 5 ; |
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Purchases which are effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights; |
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Sales which are effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities; or |
|
Purchases or sales in an investment advisory account of the person (either or alone or with others) over which the investment adviser for the account exercises investment discretion if the person did not have knowledge of the transaction before it was executed. |
B. |
Reporting. |
1. |
Access Persons. |
Access persons who are not otherwise covered under an Investment Adviser Code and are not independent access persons shall file initial, quarterly and annual reports as follows with the Chief Compliance Officer:
i. |
Initial Holdings Report. |
Each access person shall, upon assuming the position by which he or she became an access person, file a copy of each brokerage statement from the previous month which reflects the title, number of shares and principal amount of each covered security in which the access person has a direct or indirect beneficial ownership, and the name of any broker, dealer or bank with whom an account containing covered securities is held.
The same information must be provided for any covered security in which the access person has a direct or indirect beneficial ownership which is not reflected on brokerage statements. The report must be dated and filed within 10 days of assuming the position. See Appendix A for Sample Report.
5 |
An Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes, without limitation, dividend and stock reinvestment plans. |
Page 4 of 11
ii. |
Quarterly Transaction Report. |
A report shall be filed at the end of each calendar quarter that states the access person had no covered security transactions during the quarter, or had only covered security transactions that are set forth on the monthly statements issued by each broker at which the access person has an account. The report shall attach these monthly statements from each brokerage account he or she maintains which shall include the following information:
a. |
Date of the transaction; |
b. |
Title of the security, interest rate and maturity date; |
c. |
Number of shares or principal amount; |
d. |
Nature of transaction (purchase, sale, option, etc.); and |
e. |
Price at which the transaction was effected. |
Any transaction in a covered security not reflected on the brokerage statements shall be described on the report. The report shall be dated and filed within 30 days after the end of the calendar quarter. See Appendix B for Sample Report.
iii. |
Annual Holdings Report. |
An annual report shall be filed that references each brokerage statement for the previous month, and shall list the title, number of shares and principal amount of any other covered security not listed on the statement in which the access person has a direct or indirect beneficial ownership.
In addition, it shall state that the access person has read the Code and complied with its provisions. All annual reports shall be dated and filed no later than 30 days after the end of the year. See Appendix C for Sample Report.
iv. |
Annual Review. |
The senior compliance manager will report to the Fund CCO any violation and the Fund CCO will report such matters to the Board.
2. |
Independent access persons. |
Independent access persons shall report to the Chief Compliance Officer, who shall have responsibility for reviewing each report, on a quarterly (if applicable) and an annual basis as follows:
i. |
Quarterly report. |
No quarterly report shall be filed unless at the time of a covered security transaction , the independent access person knew or in the ordinary course of fulfilling his or her official duties as a Board member should have known, that during the 15-day period immediately preceding or following the date of the transaction, the covered security was purchased or sold or was being considered for purchase or sale for the Fund. It is the responsibility of the
Page 5 of 11
Fund officers and the investment manager to keep to a minimum any discussion with independent access persons pertaining to covered securities that are being considered or being actively traded for the Fund and to alert independent access persons when such a discussion occurs so that they can avoid trading the covered security . Prior to or immediately following the adjournment of any Board meeting (in person or telephonic), Fund counsel will identify for the independent access persons any covered securities that, based on discussions during the Board meeting, the independent access persons might have a reasonable basis for knowing, during the 15-day period immediately preceding or following the meeting, were or will be purchased or sold by the Fund, or were being or will be considered for purchase or sale for the Fund.
ii. |
Annual report. |
An annual report shall be filed stating whether he or she has read the Code and complied with its provisions. See Appendix D for Sample Report.
V. |
Recordkeeping. |
Recordkeeping functions under this Code are performed by AMC for both access persons and independent access persons . The following records shall be maintained by AMC, as applicable for a period of seven years and shall keep all reports filed pursuant to this Code confidential except that such reports will be made available to the CCO, the SEC, or any representative thereof upon proper request:
A. |
A copy of the Code of Ethics; |
B. |
A list of all independent access persons and a list of persons responsible for reviewing their reports; |
C. |
A record of any violation and of any action taken; |
D. |
A copy of each report filed under this Code; and |
E. |
A copy of each written report and certification furnished to the Board by the CCO, on the Funds behalf. |
VI. |
Review of the Code by the Board. |
On an annual basis, the Board shall review operation of this Code and shall adopt such amendments as may be necessary to assure that the Code contains provisions reasonably necessary to prevent violations of Rule 17j-1(b).
In addition to adhering to the requirements listed in this Code of Ethics Fund Policy, trustees/directors will complete an Annual Questionnaire, which is designed to evaluate potential conflicts of interests, employment/director positions, and ownership of certain securities.
At least annually, the CCO, on the Funds behalf, will provide to the Board, and the Board will consider, a written report that:
Page 6 of 11
A. |
Describes any issues arising under the Code or related procedures during the past year, including, but not limited to, information about material violations of the Code or any procedures adopted in connection therewith and that describes the sanctions imposed in response to material violations; and |
B. |
Certifies that the Fund and each service provider have adopted procedures reasonably necessary to prevent access persons from violating the Code. |
Page 7 of 11
APPENDIX A
[NAME OF FUND COMPLEX]
Initial Holdings Report *
Pursuant to Section IV(B)(I)(i) of the Code of Ethics
To the Senior Compliance Manager:
I have reported below ** all holdings of Covered Securities in which I had any direct or indirect Beneficial Ownership and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on , 201 , the day I became an Access Person . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.
Covered Securities (direct or indirect Beneficial Ownership)
|
Number of Shares (equity security) or Principal Amount (debt security) |
|
Security Accounts (holding securities for my direct or indirect benefit)
Broker, Dealer or Bank Name |
Name(s) on Account |
|
This report may exclude holdings and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect Beneficial Ownership in the holdings and accounts listed above.
Dated: |
|
Signature: |
|
* |
Please complete and submit this form no later than 10 days after you became an Access Person. |
** |
You may attach account statements instead of listing holdings and security accounts. |
Page 8 of 11
APPENDIX B
[NAME OF FUND COMPLEX]
Quarterly Transaction Report *
Pursuant to Section IV(B)(I)(ii) of the Code of Ethics
To the Senior Compliance Manager:
I have reported below ** all transactions effected in Covered Securities in which I had any direct or indirect Beneficial Ownership and all accounts established at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit during the calendar quarter ended , 201 . I understand that I am required to report my own transactions and accounts, and transactions and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.
Covered Securities (direct or indirect Beneficial Ownership)
Title of Security |
Date of
Transaction |
Number of Shares
(equity security) or Principal Amount (debt security) |
Interest Rate and
Maturity Date (if applicable) |
Nature of
Transaction (Purchase, Sale Other) |
Price of
Covered Security |
Broker,
Dealer or Bank Name |
Ticker
Symbol or CUSIP Number |
|||||||||||||||||||||
Security Accounts (holding securities for my direct or indirect benefit)
Broker, Dealer or Bank Name |
Name(s) on Account | Date Account Was Established | ||||||
This report may exclude transactions and accounts as to which I had no direct or indirect influence or control and is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities and accounts listed above.
Dated: |
|
Signature: |
|
* |
Please complete and submit this form no later than 30 days after the end of each calendar quarter. |
** |
You may attach account statements instead of listing transactions and security accounts. |
Page 9 of 11
APPENDIX C
[NAME OF FUND COMPLEX]
December 31, 201 Annual Holdings Report *
Pursuant to Section IV(B)(1)(iii) of the Code of Ethics
To the Senior Compliance Manager:
I have reported below ** all holdings of Covered Securities in which I had any direct or indirect Beneficial Ownership and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on December 31, 201 . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.
Covered Securities (direct or indirect Beneficial Ownership)
Title of Security |
Number of Shares (equity security)
or Principal Amount (debt security) |
Ticker Symbol or CUSIP Number | ||||||
Security Accounts (holding securities for my direct or indirect benefit)
Broker, Dealer or Bank Name |
Name(s) on Account | |||
This report may exclude holdings and accounts as to which I had no direct or indirect influence or control and is not an admission that I have or had any direct or indirect Beneficial Ownership in the holdings and accounts listed above.
Dated: |
|
Signature: |
|
* |
Please complete and submit this form no later than 30 days after the end of each calendar year. |
** |
You may attach account statements instead of listing holdings and accounts. |
Page 10 of 11
APPENDIX D
[NAME OF FUND COMPLEX]
Annual Certification of Compliance
for the Calendar Year Ended December 31, 201_.
Pursuant to Section IV(B)(2)(ii) of the Code of Ethics
To the Senior Compliance Manager:
I hereby certify that, during the calendar year specified above, I have complied with the requirements of the Code of Ethics and have disclosed or reported all accounts, holdings and personal securities transactions, if any, that I am required to disclose or report pursuant to the requirements of the Code of Ethics. I have read and understand the Code of Ethics and recognize that I am subject thereto.
Dated: |
|
Signature: |
|
Page 11 of 11
|
AQR Capital Management, LLC | Code of Ethics 1 |
Table of Contents
I. |
Code of Ethics | 2 | ||||||||
1.1 | Compliance with Applicable Federal and Other Securities Laws | 2 | ||||||||
1.2 | Fiduciary Obligations | 2 | ||||||||
1.3 | Protecting Confidential Information | 2 | ||||||||
(a) | Confidential Information | 2 | ||||||||
(b) | Policy to Prevent Insider Trading | 3 | ||||||||
1.4 | Personal Trading Policy | 6 | ||||||||
(a) | General Policy | 6 | ||||||||
(b) | Securities Exempt from the Personal Trading Policy | 6 | ||||||||
(c) | Personal Securities Accounts | 7 | ||||||||
(d) | Reporting Requirements | 7 | ||||||||
(e) | Pre-Clearance Requirements | 8 | ||||||||
(f) | Third-Party Managed Accounts | 9 | ||||||||
(g) | Required Holding Period | 10 | ||||||||
(h) | Prohibited and Limited Transactions | 10 | ||||||||
(i) | Trading Activity | 11 | ||||||||
(j) | Personal Trading Violations | 11 | ||||||||
(k) | Bitcoin and Other Cryptocurrencies | 11 | ||||||||
1.5 | Violations and Sanctions | 12 | ||||||||
1.6 | Duty to Report Violations and Cooperate with Firm Investigations | 12 | ||||||||
1.7 | Non-Retaliation Statement | 12 | ||||||||
1.8 | Legal and Regulatory Inquiries | 13 | ||||||||
II. |
Definitions | 13 |
|
AQR Capital Management, LLC | Code of Ethics 2 |
I. |
Code of Ethics 1 |
1.1 |
Compliance with Applicable Federal and Other Securities Laws |
Employees are required to comply with all federal and other securities laws, rules and regulations applicable to the business of AQR. Policies concerning these laws are discussed in this Manual and other policies and procedures adopted by the Firm.
1.2 |
Fiduciary Obligations |
The Firm is registered with the U.S. Securities and Exchange Commission ( SEC ) as an investment adviser under the Advisers Act. As an SEC-registered investment adviser, the Firm owes a fiduciary duty to its Clients. The fiduciary standard imposes upon the Firm an affirmative duty of utmost good faith to provide full and fair disclosure of all material facts to the Firms Clients. The fiduciary standard requires that the Firm not mislead its Clients.
Fundamental to the fiduciary standard are the duties of loyalty and care. The duty of loyalty requires the Firm to serve the best interests of its Clients and put its Clients interests ahead of those of the Firm. The duty of care requires the Firm to reasonably ensure that it bases its recommendations on materially accurate and complete information.
Moreover, as a fiduciary, the Firm requires its employees to:
|
have a reasonable, independent basis for their investment advice; |
|
ensure that their investment advice is in the Clients best interest and suitable to the Clients objectives, needs and circumstances; |
|
seek best execution for Clients transactions where the Firm is in a position to direct brokerage transactions; |
|
refrain from effecting personal transactions inconsistent with Client interests; and |
|
avoid actual or potential conflicts of interest. |
1.3 |
Protecting Confidential Information |
(a) |
Confidential Information |
Confidential Information includes any non-public information, records, files, documents, correspondence or other material regarding the Firm, employees, Clients, or the business of the Firm. Such information includes, but is not limited to, the following:
|
the identity of the Firms Clients and information related to Client accounts, including but not limited to fees, securities holdings, and transactions; |
|
employee personal information, including performance reviews and compensation information; |
|
information related to the Firms investment process, code, signals, operational or organizational structure, Human Resources Department files, controls, performance, financial assets, net worth, revenues or net income; |
|
information related to the Firms portfolios, securities recommendations, trading and/or execution strategies, holdings, actual and pending trades, research or models; and |
|
software, algorithms, models or programs developed by the Firm. |
1 All employees are subject to the Code of Ethics. The CCO may, at the CCOs sole discretion, subject certain third-party service providers and consultants to this Code of Ethics or a modified version hereof, depending on the facts and circumstances of the engagement.
|
AQR Capital Management, LLC | Code of Ethics 3 |
Employees should take special caution to safeguard the Firms Confidential Information. Employees should not circulate or discuss Confidential Information inside or outside of the Firm with unauthorized individuals and should not send Confidential Information to their personal email accounts. Employees also should not access, use, disclose, or divulge any Confidential Information except as may otherwise be required in connection with performance of their duties for the Firm.
Employees must promptly report to the Compliance Department if: (1) they become aware that Confidential Information is not secured or may appear to be generally accessible ( i.e. , on a shared drive); or (2) they have inadvertently received or disclosed Confidential Information.
Other than in the ordinary course of the employees duties for the Firm, during and subsequent to the employees employment, the employee shall not copy, take pictures of, remove or forward from the Firms premises, either directly or indirectly, any drawings or whiteboards, writings, prints, documents, telephone/address directories (whether in hard copy or digital), computer screens or other screen shots, hard drives, thumb or flash drives, cloud systems or anything else containing, embodying, or disclosing any Confidential Information of the Firm or any of its Clients without the prior permission of the CCO or his designee. Upon the termination or resignation of an employees employment with the Firm for any reason, the employee is expected to immediately return any such items to the Firm. Please contact Compliance at esurveillance@aqr.com if you have questions about this policy.
Confidential Information may be made available to certain employees for Compliance surveillance monitoring and other purposes as necessary to perform their duties for the Firm. Confidential Information may also be provided to third-party service providers as necessary to perform their contracted services for the Firm.
In addition, Confidential Information may be disclosed to government, regulatory or self-regulatory organizations to fulfill the Firms various regulatory obligations, or otherwise when disclosure is required by law, or is necessary for the purpose of, or in connection with, legal proceedings or to defend legal rights.
(b) |
Policy to Prevent Insider Trading |
(i) |
Insider Trading |
It is a criminal violation of law and a violation of Firm policy to engage in insider trading. Insider trading is defined as trading in securities on the basis of material nonpublic information ( MNPI ) in breach of a duty of trust or confidence. Violation of these restrictions could have severe consequences for both the Firm and its employees. Any employee engaging in activity in violation of the provisions set forth in this section may be subject to disciplinary action, including termination of employment or referral of the matter to the appropriate regulatory agency for civil or criminal investigation. Any employee who learns of any actual or potential violation of the law or provisions of this section must promptly notify the CCO or any member of the Compliance Department.
Federal, state and international securities laws and regulations prohibit securities transactions while in possession of MNPI under certain circumstances, including, but not limited to:
|
misappropriated information or information improperly obtained by the purchaser or seller; |
|
information provided by a corporate insider to the purchaser or seller in exchange for a monetary or non-monetary consideration; or |
|
an individual prohibited from trading under the items referenced above tips the information to the purchaser or seller. |
Violation of insider trading laws could result in civil and/or criminal penalties under both federal and state securities laws, including but not limited to:
|
the Firm and/or the offending employee may be subject to criminal prosecution and, if convicted, significant monetary fines and imprisonment; |
|
AQR Capital Management, LLC | Code of Ethics 4 |
|
the Firm may face SEC action (or other actions pursuant to a non-U.S. law or regulation) seeking monetary and administrative sanctions; |
|
the Firm and/or the offending employee may be subject to lawsuits by private plaintiffs; and |
|
the Firm and/or the offending employee may face suspension, revocation or termination of their registrations or memberships. |
Any employee who believes that they may be in possession of MNPI must promptly report the information to the CCO or any member of the Compliance Department.
Unless specifically permitted by the CCO or his designee, such employee must not:
|
Transact in the securities of the relevant issuer in any Personal Securities Account, Proprietary Account , Client Account, or AQR Fund ; |
|
Discuss the information with anyone inside or outside of the Firm except for the CCO or any member of the Compliance Department; or |
|
Facilitate the use or disclosure by othersincluding an employeeof MNPI. |
(ii) |
Recognizing MNPI |
Information is considered material if there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision. Generally, this includes any information the disclosure of which is reasonably likely to have a meaningful effect on the price of an outstanding security. Information may be material even if it relates to speculative or contingent events.
The assessment of materiality is highly fact-specific. When in doubt, employees should err on the side of caution and bring the information in question to the attention of the CCO or the Compliance Department for further consideration.
Information is considered nonpublic if such information has not been broadly disseminated to investors in the marketplace, such as an issuer releasing the information over the news wires, disclosing it in public filings made with a regulatory agency ( e.g., Forms 10-K or 10-Q) or otherwise disseminating the information in a manner that makes it fully available to investors in the marketplace. The fact that nonpublic information is reflected in rumors in the marketplace does not necessarily mean that the information has been publicly disseminated. Even when some information regarding a matter has been made public, other aspects of the matter may remain nonpublic.
Examples of where MNPI may arise, depending on the circumstances, include, but are not limited to, the following events:
|
impending or potential mergers, acquisitions, tender offers, joint ventures or changes in assets, such as large disposal of the same; |
|
earnings or revenue information and changes in previously disclosed financial information; |
|
liquidity issues or impending bankruptcy; |
|
events regarding the issuers securities ( e.g. , advance knowledge of a ratings downgrade, defaults on securities, calls of securities for redemption, public or private sales of additional securities, stock splits or changes in dividends, repurchase plans or changes to the rights of security holders); |
|
new products or discoveries, or developments regarding clients or suppliers ( e.g., the acquisition or loss of a major contract); |
|
major government action involving the issuer ( e.g., FDA decision on a new drug); |
|
AQR Capital Management, LLC | Code of Ethics 5 |
|
significant changes in control or management; |
|
content of forthcoming brokerage research reports; |
|
changes in auditors or auditor notification that the issuer may no longer rely on an auditors report; |
|
actual or threatened litigation or regulatory actions; |
|
information relating to the market for an issuers securities, such as a large order to purchase or sell securities; and |
|
prepublication of information regarding articles or reports in the financial press. |
(iii) |
Restricted List |
The Firms Restricted List is maintained by the Compliance Department and is a list of issuers whose securities are subject to partial or complete trading prohibitions for Personal Securities Account and Firm trading, except as pre-approved by the CCO or his designee. Issuers are placed on the Restricted List for a variety of business or legal reasons, including to comply with the terms of confidentiality and other agreements, to prevent violations of the securities laws, and to avoid the appearance of misuse of Confidential Information by the Firm.
Employees should not speculate as to why an issuer was placed on the Restricted List. The Restricted List is highly confidential to the Firm and should not be disclosed externally without the Compliance Departments permission.
If a particular issuer is placed on the Restricted List, trading is generally prohibited in all securities related to the issuer, including: equity, options, rights, swaps, debt, warrants, convertible securities, and any other derivative whose market value is determined principally with reference to those securities. In some instances, the Compliance Department may determine that a partial trading prohibition is appropriate. The Restricted List generally does not prohibit trading in exchange traded funds ( ETFs ), broad-based indices, diversified baskets, or similar instruments containing the issuers securities.
Absent prior approval of the CCO or his designee, all employees are prohibited from engaging in any trade that is subject to a Restricted List prohibition, including for any Personal Securities Account, Proprietary Account, Client Account, or AQR Fund.
The effectiveness of the Restricted List depends to a large extent on employees notifying the Compliance Department on a timely basis of events that may require the placement of an issuer on the Restricted List. For that reason, it is critical that an employee notify the Compliance Department immediately:
|
if an employee believes he or she has obtained or may obtain MNPI; |
|
if an employee receives a request to sign a non-disclosure agreement (NDA) or confidentiality agreement; or |
|
if an employee has been asked to join a formal or informal creditors committee or board of directors. |
An issuer will ordinarily be removed from the Restricted List when the Compliance Department determines that any MNPI in the Firms possession has been publicly disclosed or is no longer material and/or the term of the applicable NDA or confidentiality agreement has expired. In some cases, nonpublic information may continue to be material long after the conclusion of the transaction or relationship that led to the receipt of the information.
Requests to add issuers to or delete them from the Restricted List may be made by anyone by contacting the Compliance Department, which has ultimate authority to decide when an issuer should be added to or removed from the Restricted List.
|
AQR Capital Management, LLC | Code of Ethics 6 |
The Compliance Department will maintain a record of all Restricted List entries, including the relevant dates and reasons for placing an issuer on and taking it off the Restricted List and the scope of the trading prohibitions. The Compliance Department will also monitor all Personal Securities Accounts, Proprietary Accounts, Client Accounts, and AQR Fund accounts for trading in Restricted List securities.
If an employee is uncertain as to whether an issuer should be placed on or taken off the Restricted List, he or she should consult the Compliance Department, which will also address any questions or requests for exceptions to the prohibition against trading securities of issuers on the Restricted List.
(iv) |
Expert Networks, Political Intelligence Firms, Similar Industry Consultants and Alternative Data |
Another possible source of MNPI involves the use of expert networks, political intelligence firms, or similar industry consultants to provide information, advice, analysis, market or industry expertise for use in formulating investment views and decisions. Expert network firms provide specialized information about companies and industries to asset managers, mutual funds and other investment firms in exchange for fees. Political and/or economic intelligence firms collect intelligence e.g., information or analysis about fiscal or monetary policy decisions, legislative developments, political or regulatory actionsfrom current or former insiders, including members of Congress, their staffers, employees of regulatory agencies, and other Federal employees, and sell the information to asset managers, mutual funds and other investment firms whose businesses are affected by Federal legislations, regulation, policy changes, etc. Such service providers may have confidential information and/or MNPI by having relationships with, among others: (1) current or recent employees of public companies; (2) known significant suppliers or distributors to public companies; (3) attorneys, accountants and consultants engaged by public companies; (4) government officials; or (5) doctors serving on data safety monitoring boards for clinical trials. The use of expert networks, political intelligence firms, or similar industry consultants must be pre-approved by the Compliance Department.
The Firm uses various types of data for investment research. Data obtained from non-traditional sources, sometimes referred to as alternative data , may contain potential MNPI as well as personally identifiable information depending on the nature and origin of the data. The use of alternative data must be pre-approved by the Compliance Department. Any questions concerning whether a particular data set constitutes alternative data and is subject to Compliance pre-approval should be raised with Compliance.
1.4 |
Personal Trading Policy |
(a) |
General Policy |
Covered Persons may hold and transact in securities in Personal Securities Accounts only if they comply with the Firms Personal Trading Policy as outlined below. Covered Persons are deemed to have a Beneficial Interest in any account or securities held by their Members of Household .
All exceptions to this Personal Trading Policy must be approved by the CCO or his designee.
(b) |
Securities Exempt from the Personal Trading Policy |
The following is a list of securities that are exempt from the Personal Trading Policy, including all reporting and pre-clearance requirements (the Exempt Securities ):
|
direct obligations of the Government of the United States ( i.e. , treasury bills, treasury bonds and U.S. savings bonds); |
|
bankers acceptances, bank certificates of deposit, commercial paper, and High Quality Short-Term Debt Instruments , including short term municipal bonds and repurchase agreements; |
|
AQR Capital Management, LLC | Code of Ethics 7 |
|
shares issued by money market funds; |
|
shares issued by U.S. registered open-end funds ( i.e. , mutual funds) other than AQR Mutual Funds and ETFs; and |
|
shares issued by unit investment trusts (other than ETFs) that are invested exclusively in unaffiliated mutual funds. |
All other securities, which include any common or preferred stock, debt securities, ETFs, AQR Mutual Funds, shares issued by a close-end investment company or non-U.S. registered mutual fund, and private placements (collectively referred to as Reportable Securities ) are subject to the Personal Trading Policy and requirements set forth below.
If you have questions as to whether a type of investment is exempt, please contact the Compliance Department at CoreCompliance@aqr.com .
(c) |
Personal Securities Accounts |
Covered Persons may only maintain Personal Securities Accounts with Firm-approved brokers. The list of Firm-approved brokers is subject to periodic updates and is maintained by the Compliance Department. The current list of Firm-approved brokers is available in the Personal Trading Quick Reference Guide, which is available on the Compliance Home Page .
Accounts that do not have the ability to transact in Reportable Securities ( e.g., 401(k) Plans, 529 Plans , and accounts that are only permitted to transact in non-AQR U.S.-registered mutual funds) do not require reporting and are not subject to the Personal Trading Policy.
Covered Persons are required to disclose via the Firms Compliance System all Personal Securities Accounts no later than ten days after beginning their employment or being designated as a Covered Person (both referred to as their start date). All new Covered Persons must agree to move their existing Personal Securities Accounts to one of the Firm-approved brokers within 45 days of their start date. Covered Persons also must promptly report via the Firms Compliance System any changes in their Personal Securities Accounts, including the opening of any new Personal Securities Accounts and closing of any existing Personal Securities Accounts. Once a Personal Securities Account is reported, the Covered Person must obtain Compliance Department approval before transacting in Reportable Securities.
Covered Persons must instruct and agree to allow their broker(s) to provide the Compliance Department with electronic files containing all transactions and holdings in Reportable Securities in their Personal Securities Accounts. AQR will not accept brokerage statements or transaction information via paper transmission.
(d) |
Reporting Requirements |
(i) |
Holdings Reports |
Covered Persons are required to disclose via the Firms Compliance System all holdings in Reportable Securities 2 no later than ten days after their start date. 3 At least annually, all Covered Persons are required to certify to and update as necessary their holdings in Reportable Securities. 4
2 Covered Persons holding shares in AQR Mutual Funds directly through ALPS Fund Services, Inc. (ALPS) or through their AQR 401k Plan at Merrill Lynch do not need to report these transactions or holdings to the Compliance Department as the Firm obtains this information directly from ALPS and Merrill Lynch.
3 The initial holdings report must be current as of a date not more than 45 days prior to their start date. This requirement also applies to Private Placements and all Reportable Securities not held at a broker-dealer.
4 Holdings information must be current as of a date no more than 45 days prior to the date each subsequent annual report is submitted.
|
AQR Capital Management, LLC | Code of Ethics 8 |
(ii) |
Transaction Reports |
On a quarterly basis, each Covered Person is required to certify that all transactions in Reportable Securities in Personal Securities Accounts that occurred during the quarter have been reported and provide any necessary updates. All Covered Persons are required to complete the quarterly and annual Compliance certifications, even if they do not hold Personal Securities Accounts and did not enter into any transactions in Reportable Securities during the reporting period.
The Compliance Department will review these reports and any issues or potential violations will be escalated to the CCO or his designee.
(e) |
Pre-Clearance Requirements |
(i) |
General |
Unless explicitly exempted below, Covered Persons are required to pre-clear all transactions in Reportable Securities through the Compliance System before any Covered Person directly or indirectly acquires a Beneficial Interest in any Reportable Security. This includes, among others, all equity and debt securities, all transactions in Private Placements , 5 and any loan on behalf of Covered Persons with a financial institution that will be collateralized by Reportable Securities. 6
Covered Persons are responsible for understanding and monitoring any margin activity ( e.g., pro-active funding, capital requirements, Portfolio/Regulation T margin calls) in their Personal Securities Accounts and pre-clear any liquidation sales related to a margin call. Failure to pre-clear any liquidation sales related to a margin call, including those transactions executed by a broker without the Covered Persons knowledge or direction, may result in a violation of the Code of Ethics and the potential imposition of a sanction.
NoteThe Compliance Department reserves the right to deny any pre-clearance request for any reason and the reasons for any such denial may not be shared with the Covered Person.
(ii) |
Transactions Exempt from Pre-Clearance |
The following types of Reportable Securities and transactions do not require pre-clearance, but still must be reported:
|
ETFs; |
|
AQR Mutual Funds; |
|
Non-US registered open-end funds ( e.g. , Non-U.S. mutual funds, UCITs); |
|
Municipal Bonds; |
|
Non-volitional transactions ( i.e. , Reportable Securities that are acquired or disposed of without the Covered Persons discretion as to time or amount including, for example, (1) securities acquired through stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations generally involving all holders of the same class of securities; and (2) an involuntary sale as the result of a company exercising a call provision on its outstanding debt); |
|
Transactions involving the exercise and/or purchase of securities pursuant to an employer stock option plan and any other similar plans. Any subsequent sale of Reportable Securities received from such plans must be pre-cleared ; |
5 Covered Persons are required to pre-clear all transactions ( i.e. , initial investment, additional funding to an existing investment or redemption/liquidating transactions) on behalf of Covered Persons in a Private Placement.
6 For pre-clearance requests involving collateralized loans, Covered Persons will be required to provide the name of the financial institution, the Reportable Securities used as collateral and a description of the loans purpose.
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AQR Capital Management, LLC | Code of Ethics 9 |
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Transactions made pursuant to a dividend reinvestment plan; |
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Exercises of subscription rights; and |
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Transactions in direct obligations of non-U.S. Governments. |
(iii) |
Seven-Day Blackout Period |
Pre-clearance will generally not be given for any personal transaction in a Reportable Security, subject to certain de minimis thresholds, during the seven-calendar day period after either a buy or sell order for a Clients account is executed or while a Client order is pending for the same or related security (such as securities convertible into the security).
Covered Persons are reminded that they may not knowingly trade parallel to or against a Client in a Reportable Security at any time or in any amount.
(iv) |
Approval Period |
Generally, if a pre-clearance request is approved, the approval is effective until local market close on the date of approval; provided, however, the CCO or his designee may shorten or rescind any approval if it is deemed appropriate to do so.
NoteFacts and circumstances may occur, post pre-clearance approval, which may result in the Compliance Department requiring a reversal of the trade and disgorgement of any resulting gains.
(f) |
Third-Party Managed Accounts |
Transactions within approved Third-Party Managed Accounts are exempt from the Firms pre-clearance requirements if the following conditions are met:
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The Covered Person certifies that the investment manager has exclusive, discretionary investment authority over the account and that the Covered Person has no direct or indirect influence or control over the account; and |
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The investment manager signs a certification confirming that the investment manager is independent and not affiliated with or related to the Covered Person, the investment manager has been granted sole authority to exercise investment and trading discretion, the investment manager does not receive trade recommendations or suggestions from the Covered Person, the Covered Person has no direct or indirect influence or control over the account, and the account will not purchase any security issued in an initial public offering. 7 |
Covered Persons are required to certify on a quarterly basis that the Covered Person has no direct or indirect influence or control over such accounts. Investment managers may be periodically asked to recertify that the above conditions continue to be met.
NoteRobo-advised accounts are not considered Third-Party Managed Accounts and are subject to the pre-clearance requirements discussed above. 8 As such, the transactions in these accounts must be limited to securities that are exempt from the Firms pre-clearance requirements, such as ETFs and mutual funds. As a reminder, all ETFs, AQR Mutual Funds and non-U.S. registered Mutual Funds require reportingsee Section 1.4(d) , Reporting Requirements, above.
7 Covered Persons must ensure that the third-party investment manager completes the required certification. Until the Covered Person provides the certification to the Compliance Department, the account will be subject to pre-clearance requirements and other prohibited transactions as set forth in the Personal Trading Policy.
8 Robo-advisers are digital platforms that provide automated, algorithm-driven financial planning services with little to no human supervision. A robo-advised account is an account offered by a robo-adviser on its digital platform.
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AQR Capital Management, LLC | Code of Ethics 10 |
(g) |
Required Holding Period |
A Covered Person may not purchase and sell, or sell and purchase, the same equity or debt security (except municipal bonds) within 30 calendar days. This provision extends across all Personal Securities Accounts ( i.e. , if you purchase a stock or corporate bond in one account, you cannot sell that same security in less than 30 calendar days in a different brokerage account).
(h) |
Prohibited and Limited Transactions |
The following table lists prohibitions and restrictions on transactions and holdings in Reportable Securities. Other than the restrictions on Initial Public Offerings, the below prohibitions do not apply to Third-Party Managed Accounts, as defined above.
#
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Transaction Types
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Prohibition or Limitation
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1 |
Initial Public Offerings / Initial Coin Offerings
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Covered Persons are prohibited from purchasing any security or other interest issued in an Initial Public Offering or Initial Coin Offering.
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2 |
Affiliated Managers Group, Inc. (AMG) Securities
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Covered Persons are prohibited from trading Affiliated Managers Group, Inc. securities (ticker: AMG). 9
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3 |
Short Sales |
Covered Persons are prohibited from engaging in short sales in a Reportable Security. If a Covered Person has a pre-existing short position, such position must be exited within 30 days of becoming a Covered Person (subject to the pre-clearance requirements).
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4 |
Options |
Covered Persons are prohibited from trading options. If a Covered Person has a pre-existing option position, such position must be exercised (subject to the pre-clearance requirements) or held until expiration.
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5 |
Warrants |
Covered Persons are prohibited from trading warrants. If a Covered Person has a pre-existing warrant position, the position must be exercised (subject to the pre-clearance requirements) or held until expiration.
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6 |
Futures |
Covered Persons are prohibited from trading futures. If a Covered Person has a pre-existing futures position, such position must be exited within 30 days of becoming a Covered Person (subject to the pre-clearance requirements) or held until expiration.
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7 |
Blackout Periods |
Covered Persons are prohibited from engaging in a transaction in a Reportable Security if such person knows or should have known at the time that there is a pending buy or sell order in a Client account in the same or related security or instrument. The existence of recent Client trades and pending orders will be checked as part of the pre-clearance process described above, and pre-clearance may be denied if the Compliance Department determines it is inconsistent with the best interests of any Client.
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9 Please note the Firms portfolio management teams are also prohibited from purchasing or selling AMG securities in Client Accounts.
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AQR Capital Management, LLC | Code of Ethics 11 |
#
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Transaction Types
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Prohibition or Limitation
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||
8 |
Limit Orders |
Covered Persons that are subject to the pre-clearance provisions of this Personal Trading Policy generally should avoid placing good until cancelled orders or any limit orders other than a same-day limit order. Such orders are difficult to pre-clear and can cause inadvertent pre-clearance violations.
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The below chart contains additional investment activities that are prohibited.
#
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Type of Activity
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Prohibition
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1 |
Front-Running |
Front-Running is taking a position (or selling a position) in a security or interest in a Personal Securities Account with knowledge that the Firm will soon take a position (or sell a position) in the same security or interest. Front running is an illegal activity and prohibited for all trading, whether for Personal Securities Accounts or trading on behalf of the Firm.
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2 |
Scalping |
Scalping refers to taking improper advantage of a Clients trading for the benefit of a Covered Persons Personal Securities Account. Scalping is an illegal activity and prohibited.
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(i) |
Trading Activity |
Covered Persons are discouraged from engaging in a pattern of investment transactions that either: (1) is so frequent as to potentially impact their ability to carry out their assigned responsibilities; (2) give rise to conflicts or perceived conflicts with the best interest of AQRs Clients; or (3) use company resources or information learned during the course of their association with AQR for personal gain.
NoteThe use of trading algorithms that operate autonomously for personal trading is prohibited.
The Compliance Department monitors the volume of all Covered Persons personal trading and reserves the right to subjectively determine what constitutes excessive trading. The Compliance Department may restrict personal trading for a particular Covered Person or for all Covered Persons.
(j) |
Personal Trading Violations |
The CCO or his designee reserves the right to prohibit a Covered Persons personal trading at any time and for any reason. If a Covered Person does not comply with the Personal Trading Policy, the Firm may require the Covered Person to trade out of the applicable position. Each Covered Person agrees to exit or liquidate upon instructions from the CCO or his designee, with the understanding that no explanation is required if such instruction is given, and no liability will accrue to the Firm as a result of any losses arising out of such exit or liquidation.
Personal trading violations may lead to disciplinary or other action, including but not limited to: (1) a requirement that a trade/transaction be reversed (even if the Covered Person incurs a loss in doing so) in the event that a Covered Person does not receive pre-approval from Compliance prior to transacting; (2) the suspension of personal trading privileges; (3) other employment related action including termination of employment; or (4) referral of the matter to the appropriate regulatory or government agency.
(k) |
Bitcoin and Other Cryptocurrencies |
The trading of Bitcoin and other cryptocurrencies (collectively, Cryptocurrencies ) is permitted, but may be subject to additional review and restrictions by the Compliance Department based on regulatory
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AQR Capital Management, LLC | Code of Ethics 12 |
guidance. As noted above, Covered Persons are prohibited from participating in initial coin offerings and initial token offerings.
NoteAs stated above, the use of trading algorithms that operate autonomously for personal trading, including for trading cryptocurrencies, is prohibited.
1.5 |
Violations and Sanctions |
An incidental failure to comply with the Manual or the Firms other policies and procedures may not necessarily amount to a violation. The CCO or his designee makes the determination as to what constitutes a violation and, where applicable, will work with the Human Resources Department and the employees supervisor to determine the appropriate disciplinary action, if any. When evaluating the appropriate disciplinary action for a Code of Ethics violation, if any, relevant facts and circumstances are considered, including, but not limited to, the frequency of occurrence and length of time since any previous violation by the individual employee.
Violations that demonstrate a lack of respect for the Firms commitment to adhere to high ethical, integrity and business conduct standards may result in disciplinary action, including termination of employment. Additionally, a violation of law may lead to disciplinary action that may include termination of employment and/or referral of the matter to the appropriate regulatory or government agency for civil or criminal investigation.
1.6 |
Duty to Report Violations and Cooperate with Firm Investigations |
Employees are required to report promptly any known or suspected violations of the Manual, any Firm policy or procedure, or any law or regulatory requirement related to our business, including, but not limited to:
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violation of any applicable federal, state or international securities laws; |
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breach of fiduciary duty arising under any applicable federal or state laws; or |
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any similar violation of any federal, state or international law by the Firm or any of its employees or agents. |
Reporting can be made to a manager, the CCO, the CLO, any member of the Compliance Department or anonymously via the AQR Hotline. 10 Managers and members of the Compliance Department have an obligation to escalate any such reports to the CCO or CLO or their designees, who will determine how to proceed and whether a matter should be reported to any applicable Firm regulator.
Employees (and former employees as needed) must also cooperate as requested by the Firm with any investigation, inquiry, internal review, examination or litigation related to the Firms business or potential misconduct.
NoteNotwithstanding anything herein to the contrary, this Manual will not be interpreted or applied in any manner that would violate an employees legal rights as an employee under applicable law. For example, nothing in this Manual prohibits or in any way restricts any employee from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization or making other disclosures that are protected under applicable law or regulations of the SEC or any other governmental or regulatory body or self-regulatory organization. An employee does not need prior authorization from AQR before taking any such action and an employee is not required to inform AQR if he or she chooses to take such action.
1.7 |
Non-Retaliation Statement |
The Firm strictly prohibits intimidation or retaliation against anyone who makes a good faith report about a known or suspected violation of the Manual or any Firm policy or procedure, or any law or regulation. The Firm also strictly prohibits any intimidation or retaliation against anyone who assists with any inquiry or
10 The telephone numbers for the Hotline are located on the Compliance Home Page.
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AQR Capital Management, LLC | Code of Ethics 13 |
investigation of any such violation.
The Firm will endeavor to maintain the confidentiality of any report of potential wrongdoing to the extent practicable and ensure that no employee will face any unlawful retaliatory action for making such report. Information provided will be handled discreetly and shared only with those individuals that the Firm has a need to inform, such as regulators and those who are involved in investigating, resolving and, if necessary, remediating the issue. Employees who have concerns about or are aware of possible retaliatory action must report it, either to their manager, a Human Resources representative, or the Hotline.
1.8 |
Legal and Regulatory Inquiries |
The financial markets in which AQR participates are highly regulated and, as a result, the Firm and/or its employees may from time to time be involved in certain legal or regulatory matters. Any employee who receives a legal or regulatory inquiry or request for information (relating to AQR or any other entity or person) from entities including, but not limited to, a regulator, government agency, self-regulatory organization, supervisory authority, legislative body, market exchange or litigant should immediately contact the CCO or his designee or the CLO.
Employees may not reach out to government agencies, regulators or self-regulatory organizations for routine guidance or questions on business, legal or regulatory matters without pre-approval from the CCO or his designee. Note that the Legal and Compliance Department is not subject to this restriction. Nothing in this section shall interfere with an employees legal rights as an employee under applicable law, as discussed above.
Nothing in this Manual shall prohibit or restrict an employee from participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body, or any self-regulatory organization, provided that, to the extent permitted by law, upon an employees receipt of any subpoena, court order or other legal process compelling the disclosure of any such information, documents, or testimony, an employee shall give prompt prior written notice to the CCO, CLO, or the Compliance Department in order to provide the Firm reasonable opportunity to take appropriate steps to protect its Confidential Information.
II. |
Definitions |
1. |
529 Plan : A college savings plan established and maintained by a state, state agency, or other state entity for which the Firm or a control affiliate does not manage, distribute, market or underwrite the plan or the investments and strategies underlying the plan. |
2. |
AQR Mutual Funds : U.S. registered investment companies advised or sub-advised by AQR or CNH. |
3. |
Beneficial Interest: Having or sharing a direct or indirect pecuniary interest in a security through any contract, arrangement, understanding, relationship or otherwise. Pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. |
4. |
Client: A person or entity with an advisory or sub-advisory agreement with the Firm. |
5. |
Compliance System: The Firms Compliance Pre-clearance, Reporting and Certification System, which is currently Star Compliance and can be accessed on AQRLive under Quick Links or on the Compliance Home Page . |
6. |
Covered Person: AQR employees and any other persons designated by the CCO as a Covered Person of AQR. |
7. |
High Quality Short-Term Debt Instruments: Any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. |
8. |
Members of Household : Persons who share a residence and personal assets with employee ( e.g., partner, |
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AQR Capital Management, LLC | Code of Ethics 14 |
child, parent), or those that directly or indirectly provide to or receive from employee material support ( e.g., more than 25% annual income). |
9. |
Personal Securities Account: Any account that can hold or transact in Reportable Securities in which the Covered Person has any direct or indirect Beneficial Interest. |
10. |
Private Placements: An offering of unregistered securities to a limited pool of investors ( e.g., hedge fund, private equity fund, venture capital fund, real estate fund). |
11. |
Proprietary Accounts: An account managed by AQR or CNH for which AQR or CNH and/or AQRs or CNHs Covered Person(s) in aggregate own 25% or more of the accounts NAV. |
12. |
Reportable Securities: Common or preferred stock, debt securities, ETFs, shares issued by a close-end investment company, AQR Mutual Fund or non-U.S. registered mutual funds, or any other security other than those that are exempt from the reporting requirements. |
13. |
Restricted List: The Firms list of securities for which Personal Securities Account and Firm trading is either partially or wholly prohibited unless pre-approved by the CCO or his designee. |
14. |
Third-Party Managed Account: A type of Personal Securities Account that is managed by an investment manager who has exclusive discretionary authority over all investment decisions in the account. |
AQR Capital Management, LLC |
| Two Greenwich Plaza | Greenwich, CT 06830 | U.S. | p: +1.203.742.3600 | f: +1.203.742.3100 | w: aqr.com |
C ONESTOGA C APITAL A DVISORS , LLC
Code of Ethics
1. |
GOVERNING STANDARDS |
This Code of Ethics (the Code) has been adopted by Conestoga Capital Advisors, LLC (CCA), the Conestoga Small Cap Fund and Conestoga SMid Cap Fund (the Funds) to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the 1940 Act). The Code, which has been designed to identify potential conflicts of interests that may exist when employees execute transactions on behalf of their personal accounts or those over which they maintain beneficial ownership, contains procedures that have been reasonably designed to prevent and detect fraudulent, deceptive or manipulative acts by Access Persons (as defined below) of CCA and the Funds.
2. |
GENERAL PRINCIPLES: |
At all times, CCA and its officers, directors, partners, and employees must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The CCO administers the Code. All questions regarding the Code should be directed to the CCO. All officers, directors, partners, and employees must cooperate to the fullest extent reasonably requested by the CCO to enable (i) CCA to comply with all applicable Federal Securities Laws and (ii) the CCO to discharge his duties under the Manual.
CCA requires that all officers, directors, partners, and employees act with integrity, competence, dignity and in an ethical manner when dealing with the public, clients, prospects, third-party service providers, employers and fellow employees. It is the explicit policy of CCA that officers, directors, partners, and employees should at all times:
A. |
place the interest of their clients first; |
B. |
conduct all personal securities transactions in a manner consistent with the Code of Ethics; |
C. |
avoid any actual or potential conflict of interest or any abuse of the individuals position of trust and responsibility; and |
D. |
adhere to the fundamental standard that CCA personnel should not take inappropriate advantage of their positions. |
3. |
DEFINITIONS |
Access Person means any director, officer, trustee, general partner, managing member, or Advisory Person (as defined below) of CCA.
Advisory Person means (1) any employee of CCA (or of any company in a control relationship to CCA) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security (as defined in this Code) by any CCA Client (including the Funds), or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to CCA who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of a security by the Funds.
Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is subject to the provision of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect pecuniary interest (i.e., some economic benefit) from the ownership of a security. It also includes securities held by members of an Access Persons immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.
Chief Compliance Officer means, with respect to CCA, that person who is responsible for the development of CCAs supervisory procedures, for the prevention and detection of insider trading, and for monitoring Access Persons reporting and certification requirements. At the current time, Duane R. DOrazio has been appointed by CCA as Chief Compliance Officer (CCO).
Control has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25 percent of the voting securities of any company shall be presumed not to control such company.
Covered Security shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, and generally includes all securities, whether publicly or privately traded, and any option, future, forward contract or other obligation involving a security or index thereof, including an instrument whose value is derived or based on any of the above (i.e., a derivative). The term Covered Security also includes any separate security, which is convertible into or exchangeable for, or which confers a right to purchase such security. A Covered Security does not include: (a) direct obligations of the Government of the United States; (b) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies (i.e., mutual funds), except that the Funds shall be considered a Covered Security for the purpose of this Code of Ethics, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.
Funds mean any investment companies registered under the 1940 Act that are advised by CCA, including the Conestoga Small Cap Fund and Conestoga SMid Cap Fund.
Independent Director means a director of CCA or the Funds who is not an interested person of CCA or the Funds within the meaning of Section 2(a)(19) of the 1940 Act.
Interested Director means a director of CCA or the Funds who is an interested person of CCA or the Funds within the meaning of Section 2(a)(19) of the 1940 Act.
Non-Covered Security shall mean those securities not included in the definition of a Covered Security, such as: (a) direct obligations of the Government of the United States; (b) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies (i.e., mutual funds) other than the Funds, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.
Portfolio Manager means an employee of CCA who is primarily responsible for the day-to-day management of CCAs Client portfolios.
Purchase or Sale for purposes of this Code and each Appendix hereto includes, among other things, the writing of an option to purchase or sell a security.
Review Officer means, with respect to the pre-clearance of all Access Persons personal securities transactions, Head Trader, or in his absence, the Managing Partner-Research.
A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 (Securities Act) pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.
An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act.
A security held or to be acquired means: (1) any security which, within the most recent 15 days: (a) is or has been held by CCAs Clients; or (b) is or has been considered by CCA or the Funds for purchase by CCAs Clients; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a security described in clause (1) above.
4. |
LEGAL REQUIREMENTS |
Rule 17j-1 under the 1940 Act makes it unlawful for CCA, as investment adviser to the Funds, or any affiliated person of CCA in connection with the purchase or sale by such person of a security held or to be acquired by the Funds:
A. |
To employ any device, scheme or artifice to defraud the Funds; |
B. |
To make any untrue statement of a material fact or omit to state to the Funds a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
C. |
To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client portfolio or the Funds; or |
D. |
To engage in any manipulative practice with respect to a client portfolio or the Funds. |
5. |
SUBSTANTIVE RESTRICTIONS |
A. |
Blackout Period & Inappropriate Advantage . The price paid or received by the CCA client (including the Funds) for any investment should not be affected by a buying or selling interest on the part of an Access Person, or otherwise result in an inappropriate advantage to the Access Person. Thus, to that end: |
1. |
No Access Person shall enter an order for the purchase or sale of a Covered Security on the day during which a CCA Client has a pending buy or sell order in that same Covered Security or in the 15 days following the day in which the CCA Clients order is executed or withdrawn. Such personal transactions will not be pre-cleared. CCA shall maintain a Restriction List that tracks Client transactions to monitor this restriction period. |
2. |
In order for an Access Person to buy or sell a Covered Security, the CCO must determine that it is clear that, in view of the nature of the investment and the market for such investment, the order of the Access Person will not affect the price paid or received by a CCA Client. |
3. |
No Access Person shall enter an order in any related personal account for the purchase or sale of a security that a CCA Client is considered an insider. |
B. |
Disclosure of Interested Transactions. No Access Person shall recommend any transactions with respect to a Covered Security by a CCA Client without first disclosing his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation: |
1. |
Any direct or indirect Beneficial Ownership of any Covered Securities of such issuer; |
2. |
Any contemplated transaction by such Access Person in such Covered Securities; |
3. |
Any position with the issuer of the Covered Securities or its affiliates; and |
4. |
Any present or proposed business relationship between the issuer of the Covered Securities or its affiliates and such Access Person or any entity in which such Access Person has a significant interest. |
C. |
Initial Public Offerings (IPOs). No Access Person shall acquire, directly or indirectly, any Beneficial Ownership in any IPO with respect to any security without first obtaining prior approval of the CCO in order to preclude any possibility of their profiting improperly from their positions on behalf of a CCA Client. The CCO shall (a) obtain from such Access Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Persons activities on behalf of a CCA Client; and (b) conclude, after consultation with a Portfolio Manager(s) (who has no personal interest in the issuer of the IPO) of the relevant CCA Clients that might be eligible to receive the IPO, that no CCA Client has a foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions shall be kept as required in Section 9.F. |
D. |
Limited Offerings . No Access Person shall acquire, directly or indirectly, Beneficial Ownership of any security in a Limited Offering without first obtaining the prior written approval of CCAs CCO, which CCO: (a) has been provided by such Access Person with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Persons activities on behalf of a CCA Client, and (b) has concluded, after consultation with a Portfolio Manager(s) (who has no personal interest in the issuer involved in the private placement) of the relevant CCA Clients that might be eligible to receive the Limited Offering, that no CCA Client has a foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions must be kept as required in Section 9.F. |
E. |
Watch List. CCAs investment management personnel will maintain a Watch List of Covered Securities that CCA is actively evaluating for purchase or sale in Client accounts, including the Funds, or about which CCA might have received Material Non-Public Information. Personal transactions in Covered Securities that are associated with any issuers on the Watch List will not be pre-cleared. The Watch List will be maintained at CCAs office in Wayne, PA, and updated as necessary, by the CCO. CCA will retain copies of all Watch Lists and their effective dates. |
F. |
Short-Term Trading Ban . Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of any security within thirty (30) calendar days, whether or not the security is also held by a CCA Client. 1 This provision is designed to prohibit potential scalping and frontrunning and to minimize the possibility that an Access Person will attempt to capitalize inappropriately on the market impact of trades in securities that may be held by CCA Clients. Any profits realized by an Access Person on any inadvertent short-term trades may be required to be disgorged after review by the CCO. |
G. |
Acceptance or Giving of Gifts and Entertainment. Access Persons must not accept or give gifts and entertainment of more than a de minimus value (currently $250 or less) from any entity doing business with or on behalf of the Funds or CCA, unless pre-approved by the CCO. |
a. |
Gifts and Entertainment Given to Union Officials . Any gift or entertainment provided by CCA to a labor union or a union official in excess of $250 per fiscal year must be reported on Department Labor Form LM-10 within 90 days following the end of CCAs fiscal year. Consequently, Access Persons must obtain approval before giving any gifts or entertainment to labor unions or union officials. |
b. |
Gifts and Entertainment Given to Foreign Governments and Government Instrumentalities. The Foreign Corrupt Practices Act (FCPA) prohibits the direct or indirect giving of, or a promise to give, things of value in order to corruptly obtain a business benefit from an officer, employee, or other instrumentality of a foreign government. Companies that are owned, even partly, by a foreign government may be considered an instrumentality of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party |
The FCPA includes provisions that may permit the giving of gifts and entertainment under certain circumstances, including certain gifts and entertainment that are lawful under the written laws and regulations of the recipients country, as well as bona-fide travel costs for certain legitimate business purposes. However the availability of these exceptions is limited and is dependent on the relevant facts and circumstances.
Civil and criminal penalties for violating the FCPA can be severe. CCA and its employees must comply with the spirit and the letter of the FCPA at all times. Access Persons must obtain written pre-clearance from the CCO prior to giving anything of value that might be subject to the FCPA except food and beverages that are provided during a legitimate business meeting and that are clearly not lavish or excessive.
c. |
Gifts and Entertainment Given to ERISA Plan Fiduciaries . CCA is prohibited from giving gifts or entertainment with an aggregate value exceeding $250 per year to any ERISA plan fiduciary. Consequently, Access Persons must obtain approval from the CCO before giving any gifts or entertainment to ERISA plan fiduciaries. |
d. |
Gifts and Entertainment Given to State and Local Pension Officials. CCA must be mindful that myriad state and municipal regulations exist around the exchange of gifts and entertainment with such officials. Accordingly, Employees must consult with the CCO |
1 |
In the event of a financial hardship, an employee may provide supporting documentation to request approval from the CCO to sell a security within the thirty (30) day holding period. |
before providing any gifts or entertainment in connection with the solicitation of state and municipal pension, and similar plans. |
e. |
Acceptance of Gifts or Entertainment by Fund Advisory Personnel. The receipt of gifts or entertainment by fund advisory personnel, among others, may violate section 17(e)(1) of the 1940 Act. The prohibition in section 17(e)(1) generally applies whenever fund advisory personnel, acting as agent accept from any source any compensation (other than regular salary or wages from the fund) for the purchase or sale of any property to or for the fund. In order for the Company to assess whether fund advisory personnels acceptance of gifts or entertainment would be for the purchase or sale of any property to or for the fund, CCA requires fund advisory personnel to seek pre-approval from the CCO before accepting any gifts or entertainment. |
H. |
Service on Boards . Access Persons shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, absent the prior approval of such service by the CCO following the receipt of a written request for such approval. Approval by the CCO shall only be granted after a determination has been made that an Access Persons board service would be consistent with the interests of CCAs Clients and the Funds shareholders. In the event such a request is approved, procedures shall be developed to avoid potential conflicts of interest and language will be added to CCAs disclosure brochure regarding such conflicts. Three examples of potential conflicts of interest regarding such service: (1) conflicting fiduciary duties to the company and to CCAs Clients and Fund shareholders that have invested in the company; (2) the receipt of options or other rights with respect to securities of the company that might influence investment decisions concerning CCAs Clients; and (3) the receipt of material, nonpublic information about the company. |
6. |
EXEMPTIONS |
The restrictions noted above shall not apply to the following transactions unless the CCO determines that such transactions violate the provisions enumerated in Section 2 of this Code:
A. |
purchases, sales or other transactions effected in any account over which an Access Person has no direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the Employee, accounts of family members outside of the immediate family would not be subject to review; |
B. |
purchases that are part of an automatic dividend reinvestment plan (DRIP); |
In making this determination for accounts managed by a third-party investment adviser on a discretionary basis, the CCO may ask for supporting documentation, such as a copy of the discretionary account management agreement, and/or a written certification from an unaffiliated investment adviser. Employees who claim they have no direct or indirect influence or control over an account are also required to complete the attached Exhibit C Exempt Accounts Certification upon commencement of their employment and on an annual basis thereafter.
From time to time, CCAs CCO may exempt certain transactions from the restrictions noted above on a trade-by-trade basis after careful review and consideration of the particular situation. A record of any exceptions to CCAs Substantive Restrictions noted above shall be properly documented by the CCO.
7. |
PROCEDURES |
A. |
Pre-Clearance . All Access Persons are required to obtain pre-approval to place a personal securities transaction for a Covered Security from CCAs Review Officer via MyComplianceOffice. CCAs primary Review Officer is John E. Schipper (Schipper), or in his absence, Duane R. DOrazio (DOrazio). Schipper is responsible for pre-approving DOrazios transactions and vice-versa. Once pre-approval is granted to an Access Person, such Access Person may only transact in that security for the remainder of the day. If the Access Person wishes to transact in that security the following day, they must again obtain pre-approval from the Review Officer. |
B. |
Reporting . In order to provide CCA with information to enable it to determine with reasonable assurance whether the provisions of Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Advisers Act are being observed by its Access Persons, each Access Person of CCA shall submit the following reports through MyComplianceOffice to the CCO showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in Section 6 above. |
An Independent Director of CCA or the Funds, who would be required to make a report solely by reason of being a Fund director, need not make an initial holdings report under paragraph (d)(1)(i) of Rule 17j-1 and an annual holdings report under paragraph (d)(1)(iii) of Rule 17j-1. Additionally, an Independent Director need not make a quarterly transaction report under paragraph (d)(1)(ii) of this Rule 17j-1, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the directors transaction in a Covered Security, the Funds purchased or sold the Covered Security, or the Funds or its investment adviser considered purchasing or selling the Covered Security. |
1. |
Initial Holdings Report . Via MyComplianceOffice), every Access Person must report to the CCO no later than ten (10) days after that person becomes an Access Person, the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person): (a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person; (b) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities, including Covered Securities, held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and (c) the date the report is submitted by the Access Person. |
2. |
Quarterly Transaction Reports . Quarterly personal securities transaction reports shall be submitted by Access Persons on the form provided in Exhibit A (or via MyComplianceOffice) not later than ten (10) days after the end of the most recent calendar quarter in which a transaction was effected. No such periodic report needs to be made if information contained in duplicate broker trade confirmations or account statements of the Access Person are received by the CCO no later than thirty (30) days after the end of each calendar quarter and/or if CCA maintains all of an Access Persons personal trading information in other of its required books and records (i.e., securities transaction journal). |
The quarterly transaction reports shall contain at least the following information for each transaction in a Covered Security in which the Access Person had any direct or indirect beneficial ownership: (a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security |
involved; (b) the nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition); (c) the price of the Covered Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted. Access Persons shall be reminded that they must also report transactions by members of the Access Persons immediate family including spouse, children and other members of the household in accounts over which the Access Person has direct or indirect influence or control. |
On a quarterly basis Access Persons must also disclose, through MyComplianceOffice, the name of any account established by the Access Person during the quarter in which any securities, including Covered Securities, were held for the direct or indirect benefit of the Access Person and include: (a) the name of the broker, dealer or bank with whom the Access Person established the account; (b) the date the account was established; and (c) the date that the report is submitted by the Access Person. |
3. |
Annual Holdings Report . On an annual basis, Access Persons shall report the following information in MyComplianceOffice (which information must be current as of a date no more than 45 days before the report is submitted): (a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and (c) the date that the report is submitted. |
C. |
Notification; Annual Certification . The CCO shall notify each Access Person of CCA who may be required to make reports pursuant to this Code, that such person is subject to reporting requirements and shall deliver a copy of this Code to each such person. The CCO shall annually obtain written assurances in MyComplianceOffice from each Access Person that he or she is aware of his or her obligations under this Code and has complied with the Code and with its reporting requirements. The annual certification shall be completed online through MyComplianceOffice within ten (10) days after calendar year end. |
D. |
Duplicate Copies . A form brokerage letter is attached to this Code as Exhibit B. In order to help ensure that duplicate brokerage confirmations are received for all accounts pertaining to a particular Access Person, such Access Person may complete and send a brokerage letter similar to Exhibit B to each bank, broker or dealer maintaining an account on behalf of the Access Person. |
E. |
Disclaimer of Beneficial Ownership . Any report under this Section 7 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates. |
8. |
REPORTING VIOLATIONS |
Improper actions by CCA or its Access Persons could have severe negative consequences for CCA, its Clients, and its Access Persons. Impropriety, or even the appearance of impropriety, could negatively impact all Access Persons, including people who had no involvement in the problematic activities.
Access Persons must promptly report any improper or suspicious activities, including any suspected violations of the Code , to the CCO. Issues can be reported to the CCO in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to CCAs management on the matter.
Any problems identified during the review will be addressed in ways that reflect CCAs fiduciary duty to its Clients.
An Access Persons identification of a material compliance issue will be viewed favorably by the CCAs management. Retaliation against any Access Person who reports a violation of the Code in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If an Access Person believes that he or she has been retaliated against, he or she should notify a Managing Partner directly.
A. Whistleblower
For the avoidance of doubt, nothing in this Manual prohibits Employees/Supervised-Persons from reporting potential violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, or any agencys inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employees/Supervised-Persons do not need prior authorization from their supervisor, the Board of Managers, the CCO, or any other person or entity affiliated with CCA to make any such reports or disclosures and do not need to notify CCA that they have made such reports or disclosures. Additionally, nothing in this Manual prohibits Employees/Supervised-Persons from recovering an award pursuant to a whistleblower program of a government agency or entity.
9. |
REVIEW AND ENFORCEMENT |
A. |
Report Review . |
1. |
The CCO shall review the reports required by Section 7 for compliance with this Code. The Section 7 reports of the CCO will be reviewed by another Managing Partner. The CCO shall keep all reports confidential except as disclosure thereof to CCA or the Funds Board of Directors, Regulators, or other appropriate persons may be reasonable and necessary to accomplish the purposes of this Code. |
2. |
If the CCO determines that a violation of the Code may have occurred, before making a final determination that a material violation has been committed by an individual, the CCO may give such person an opportunity to supply additional information regarding the matter in question. |
B. |
Enforcement . |
1. |
If any violation of this Code is determined to have occurred, the Compliance Officer may impose sanctions and take such other actions as he or she deems appropriate, including, among other things, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable CCA Client or Funds shareholders or given to a charity, as the CCO shall determine is appropriate. |
2. |
If the CCO determines that a material violation of this Code has occurred, he shall promptly report the violation and any enforcement action taken to CCAs management. If management |
determines that the material violation may involve a fraudulent, deceptive or manipulative act, CCA will report its findings to the Funds Board pursuant to Rule 17j-1. |
3. |
No person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself. |
C. |
Reporting to Board . At least annually, CCA shall furnish to the Funds Board a written report that: (a) describes any issues arising under the Code or procedures since the last report to the Funds Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and (b) certifies in the form provided in Exhibit I that CCA has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
9. |
RECORDS |
CCA shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of the Securities and Exchange Commission or the Funds Board.
A. |
A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; |
B. |
A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs, the first two years in an appropriate office of CCA; |
C. |
A copy of each report made pursuant to this Code by an Access Person, including any information provided in lieu of reports, shall be preserved by CCA for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; |
D. |
A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place; |
E. |
A copy of each report under Section 8.C. of this Code to the Funds Board shall be preserved by CCA for at least five years after the end of the fiscal year in which the record is made, the first two years in an easily accessible place; and |
F. |
CCA shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of securities under Section 5.C. and 5.D. of this Code for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place. |
G. |
Any other information as may be required by Rule 17j-1(f) under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940. |
10. |
CONFIDENTIALITY |
All reports of securities transactions and any other information filed with CCA pursuant to this Code shall be treated as confidential, except that the same may be disclosed to CCA management, the Funds Board, any regulatory or self-regulatory authority or agency upon its request, or as required by law or court or administrative order.
11. |
AMENDMENT |
CCA may, from time to time, amend this Code, and/or adopt such interpretations of this Code as it deems appropriate provided, however, the Conestoga Funds Board, including a majority of the Independent Directors must approve any material change to this Code within six (6) months after adoption of the
EXHIBIT A
Conestoga Capital Advisors, LLC
Personal Securities Report | ||||
For the calendar quarter ending |
||||
(month/day/year) |
As an employee or director of Conestoga Capital Advisors, LLC, I am disclosing the following information regarding my personal securities holdings to comply with the companys Code of Ethics. I further understand that the Code of Ethics does not require me to report (1) securities issued or guaranteed by the United States Government, its agencies or instrumentalities; (2) bankers acceptances; (3) bank certificates of deposits; (4) commercial paper; (5) and shares of registered open-end investment companies, other than the Funds.
CHECK ONE OF THE FOLLOWING:
☐ |
A. |
I certify that I have no personal securities holdings that require reporting for the year ending . |
Signature |
Date |
Print Name |
|
☐ |
B. |
I certify that the following personal securities holdings which require reporting by me are accurate and complete for the |
year ending |
|
Signature |
Date |
Print Name |
|
☐ |
C. |
All purchases and sales have been reported via duplicate monthly statements which are on file with compliance information at Conestoga Capital Advisors. |
Signature |
Date |
Print Name |
|
EXHIBIT B
FORM OF BROKERAGE LETTER
<DATE>
<NAME OF CUSTODIAN>
<ADDRESS>
<CITY, STATE ZIP>
Re: |
Account No. |
|
||||||
|
Account Name |
|
Dear <NAME>,
As of <DATE>, please send to the Chief Compliance Officer of CCA a duplicate confirmation of each transaction in the above named account and monthly brokerage account statements for the above named account.
Please mail the confirmations and account statements to:
Conestoga Capital Advisors, LLC
Attn: Chief Compliance Officer
550 E. Swedesford Rd. Suite 120
Wayne, PA
19087
If you have any questions or concerns, please feel free to give me a call at (484) 654-1380.
Thank you for your immediate attention to this matter.
Sincerely,
Duane R. DOrazio
cc: Chief Compliance Officer
EXHIBIT C
Exempt Accounts Certification
Dear Duane DOrazio,
In accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the Rule), I am considered to be an access person of Conestoga Capital Advisors, LLC (CCA) and subject to the Rules terms and conditions. The Rule requires periodic reporting of my personal securities transactions and holdings to be made to CCA. However, as specified in the Rule, I am not required to submit any report with respect to securities held in accounts over which I have no direct or indirect influence or control.
I have retained a trustee or third-party manager (the Manager) to manage certain of my accounts. Following is a list of the accounts over which I have no direct or indirect influence or control (the Accounts):
Name of Broker, Dealer, or
Bank |
Account Name |
Relationship to Manager
(independent professional, friend,
|
||
By signing below, I acknowledge and certify that:
|
I have no direct or indirect influence or control over the Accounts; |
|
If my control over the Accounts should change in any way, I will immediately notify you in writing of such a change and will provide any required information regarding holdings and transactions in the Accounts pursuant to the Rule; and |
|
I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of CCAs Chief Compliance Officer. |
Access persons completing this certification on an annual basis, also acknowledge and certify the following:
|
I did not direct or suggest any purchases or sales of specific securities for the Accounts during the period <Month YEAR to Month YEAR>; |
|
Any discussions with the Manager about my Accounts related to general guidelines involving my investment objectives, risk tolerance and investment timeline. |
Name: |
||||||||
|
Signature: |
|
||||||
Date: |
EXHIBIT I
ANNUAL CERTIFICATION OF CCA
The undersigned hereby certifies on behalf of Conestoga Capital Advisors, LLC (CCA) to the Board of Trustees of the Conestoga Funds pursuant to Rule 17j-1(c)(2)(ii)(B) under the Investment Company Act of 1940, and pursuant to Section 8.C. of CCAs Code of Ethics, that CCA has adopted procedures that are reasonably necessary to prevent Access Persons from violating the Code of Ethics.
Date: |
Signature: |
|
Print Name: |
|||||||||
(Chief Compliance Officer) |
STANDARDS OF BUSINESS CONDUCT
AND CODE OF ETHICS
BMO Harris Bank N.A.
BMO Asset Management Corp.
BMO Investment Distributors, LLC
BMO Funds, Inc.
BMO LGM Frontier Markets Equity Fund
Stoker Ostler Wealth Advisors, Inc.
Taplin, Canida & Habacht, LLC
BMO Delaware Trust Company
March 2018
1
STANDARDS OF BUSINESS CONDUCT
AND CODE OF ETHICS
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II. | 4 | |||||
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III. | 9 | |||||
IV. |
INSIDER TRADING AND THE PROTECTION OF MATERIAL NON-PUBLIC INFORMATION |
10 | ||||
V. | 12 | |||||
VI. | 13 | |||||
VII. | 21 |
2
A. | 21 | |||||
B. | 22 | |||||
C. | 22 | |||||
VIII. | 22 | |||||
IX. |
CERTIFICATION AND ACKNOWLEDGEMENT OF THE CODE AND ITS PROVISIONS |
23 | ||||
X. | 23 | |||||
A. | 23 | |||||
B. | 23 | |||||
C. | 24 | |||||
D. | 24 | |||||
XI. | 25 | |||||
XII. | 25 | |||||
XIII. | 25 | |||||
XIV. | 25 | |||||
XV. | 26 | |||||
XVI. | 26 | |||||
XVII. | 26 |
3
STANDARDS OF BUSINESS CONDUCT
AND CODE OF ETHICS
I. |
This Code of Ethics (the Code) establishes standards for both business conduct and personal investments by Covered Persons of BMO Entities, defined herein. This Code has been adopted by the Advisers to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the Investment Company Act). This Code also contains provisions regarding the reporting of personal securities by certain bank persons (Bank Employee Member) pursuant to 12 CFR §12.7(a)(4) or FDIC Rule 344.9, as applicable. The BMO Entities believe that the provisions of this Code and any Associated Procedures contain procedures reasonably necessary to prevent Covered Persons from violating the Code.
Each Covered Person is to read, understand and follow this Code and is to certify as to having done so. See Section IX-Certification and Acknowledgement of the Code and Its Provisions.
In addition to the specific requirements of the Code, Covered Persons are required to comply with all applicable BMO Financial Group corporate policies, directives and procedures (e.g. First Principles and Code of Business Conduct) and all applicable Federal Securities Laws. Such laws include laws regulating privacy, anti-money laundering, insider trading, offerings and sales of securities, and fraud.
This Code is not intended to deal with every possible situation Covered Persons may encounter. If a situation arises that is not covered in the Code, or if a Covered Person is uncertain about any aspect of the Code, he/she is asked to consult with their Designated Reporting Person.
II. |
A. |
i. |
Any Advisory Person of the Advisers; |
ii. |
Any Supervised Person of the Advisers who has access to nonpublic information regarding any Clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; |
iii. |
Any Supervised Person of the Advisers who is involved in making securities recommendations to Clients of the Advisers, or who has access to such recommendations that are nonpublic; |
iv. |
Any director or officer of BMO Investment Distributors, the principal underwriter of BMO Funds, who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Reportable Securities by BMO Funds, or whose functions or duties in the ordinary course of business relate to the |
4
making of any recommendations to BMO Funds regarding the purchase or sale of Reportable Securities; and |
v. |
Any director or officer of the Advisers or BMO Funds, who is not a Disinterested Director. |
C. |
i. |
Any director, officer, or employee of the BMO Entities (or of any company in a Control relationship to the Advisers or the BMO Funds), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the current purchases or sales of a Reportable Security by a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
ii. |
Any natural person in a Control relationship to the Advisers or the BMO Funds who normally obtains information concerning current recommendations made to a Reportable Fund with regard to the purchases or sales of a Reportable Security. |
E. |
Affiliate with respect to any referenced entity, means an entity that is Controlled by, Controls or is under common Control with such entity. |
F. |
Associated Procedures means those policies, procedures and/or statements that have been adopted by the BMO Entities, and which are designed to supplement this Code and its provisions. |
H. |
Bank Employee Member means certain employees of BMO Harris Bank N.A. and BMO Delaware Trust Company who: |
i. |
Make investment recommendations or decisions for the accounts of clients; |
ii. |
Participate in the determination of the recommendations or decisions; or |
iii. |
In connection with their duties, obtain information concerning which securities are being purchased, sold, or recommended for purchase or sale by the bank. |
5
A person is presumed to be the Beneficial Owner of Securities held by immediate family members or held by other persons, by reason of any contract, arrangement, understanding, or relationship that provides the Covered Person with direct or indirect pecuniary interest in the Securities, sharing the Covered Persons household (immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships).
K. |
BMO Funds means BMO Funds, Inc., and BMO LGM Frontier Markets Equity Fund. |
N. |
Control shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act. |
6
Q. |
Disinterested Director means a director or trustee of the BMO Funds who is not an interested person of the BMO Funds within the meaning of Section 2(a)(19) of the Investment Company Act. |
V. |
Public Company means any entity subject to the reporting requirements of the Securities Exchange Act of 1934. |
7
management agreement that provides full discretionary authority to a third party money manager. A copy of the management agreement or letter from the firm confirming the account is fully discretionary must be submitted to compliance for review. Accounts excluded from Reportable Account and therefore not required to be reported include: direct to fund accounts, 401(k) accounts including BMO 401(k) accounts, 403(b) accounts, pension funds, deferred compensation plans, employee direct stock purchase plans (espp), dividend reinvestment plans, any other employer sponsored retirement plans, and 529 plans. |
Z. |
Reportable Security shall have the same meaning as Security defined below, except that Reportable Securities include Exchange Traded Funds (ETFs) but do not include: |
i. |
Direct obligations of the Government of the United States; |
ii. |
Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
iii. |
Shares issued by non-affiliated open-end U.S. registered investment companies and non-affiliated common and collective trusts ; and |
iv. |
Shares issued by money market funds, including BMO. |
As circumstances warrant for the equitable administration of this Code, the Compliance Department may construe the definition of Reportable Security on a case-by-case basis as matters are presented to it, to take into account the exemptions and exclusions from the definition of Security adopted under the Federal Securities Laws.
BB. |
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of a BMO Entity, or other |
8
person who provides investment advice on behalf of the BMO Entity and is subject to the supervision and Control of the BMO Entity. In addition, any employee of an Affiliate who is licensed as, or considered, an investment adviser representative of one of the Advisers and certain members of their staff are considered Supervised Persons of such Adviser. Additionally, based on circumstance, the Designated Reporting Persons or his or her designee may consider non-employees of the BMO Entities to be Supervised Persons and subject to this Code. The Designated Reporting Persons (or his or her designee) will maintain a list of all Supervised Persons and provide each Supervised Person with notification of his or her status as such, this Code and any amendments. |
III. |
As a fiduciary to our clients, the BMO Entities strive to act in the best interest of our clients and Fund shareholders and to place their interests ahead of our own. We believe over the long run the BMO Entities interests will be best served by this philosophy. This Code of Ethics is based on concepts of fiduciary duty, securities and other applicable laws and regulations and internal policies adopted by the BMO Entities. It is intended to promote the highest standards of ethical and professional conduct.
Covered Persons must not disclose, directly or indirectly, any Confidential Information, except that confidential information may be disclosed (i) to the Client, (ii) to authorized persons of the BMO Entities, (iii) to authorized agents so that they may discharge their professional duties, (iv) to other persons as the Client authorizes and, (v) when such information is legally required to be disclosed, (e.g., when duly requested by regulatory authorities or a court). Covered Persons also must not use, directly or indirectly, any Confidential Information for their personal benefit, (e.g., front-running Client transactions).
Furthermore, Covered Persons shall not (directly or indirectly) in connection with securities-related and advisory-related activities:
● |
Employ any device, scheme or artifice to defraud; |
● |
Make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; |
● |
Engage in any transaction, practice or course of business which operates or would operate as a fraud or deceit upon any person; or |
● |
Engage in any act, practice or course of business which is fraudulent, deceptive or manipulative. |
Section VI of this Code deals with personal securities trading by Covered Persons. The general fiduciary principles that govern personal investment activities are:
● |
The duty at all times to place the interests of Clients, and Fund shareholders first; |
● |
The requirement that all personal securities transactions be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of a Covered Persons position of trust and responsibility; and |
9
● |
The principle that the BMO Entities personnel should not take inappropriate advantage of their positions. |
We recognize that independence in the investment decision-making process is vital. Causing a portfolio to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the portfolio is a violation of this Code. Investment Personnel have an affirmative duty to bring suitable securities to the attention of those making investment decisions. Consequently, the failure to recommend or buy a suitable security for a Client or Fund in order to avoid the appearance of conflict from a personal transaction in that security will be considered a violation of this Code.
Inducing or causing a Client to take action, or to fail to take action, for the purpose of achieving a personal benefit, rather than a benefit for a Client is a violation of this Code. Examples of this would include causing a Client to purchase a Security owned by the Covered Person for the purpose of supporting or driving up the price of the Security, and causing the Client to refrain from selling a Security in an attempt to protect the value of the Covered Persons investment, such as an outstanding option.
Using knowledge of Client portfolio transactions to profit by the market effect of such transactions is a violation of this Code. This could be a single, series or pattern of Securities transactions by Covered Persons. However, it is important to note that a violation could result from a single, series or pattern of transactions if the circumstances warranted a finding that the provisions of this Code have been violated.
IV. |
I NSIDER T RADING AND THE P ROTECTION OF M ATERIAL N ON -P UBLIC I NFORMATION |
Insider Trading is generally understood as the purchase or sale of securities while in possession of inside information i.e., material, non-public information (information not available to the general public but important in making a decision to buy or sell a security). Insider trading includes making such information available (tipping), directly or indirectly, to others who may trade based on that information.
A Covered Person who becomes aware of material information that has not been disclosed to the marketplace generally should not, without first discussing the matter with your Designated Reporting Person or a member of the BMO Entities Legal Department,
● |
Engage in any act, practice or course of business which is fraudulent, deceptive or manipulative; |
● |
Trade in (purchase or sell) the securities of the company to which the information relates, either on behalf of a Client or for his or her own or a related account; |
● |
Recommend transactions in such securities; or |
● |
Disclose that information (tip) to others. |
These restrictions apply if such information has been acquired improperly or, though acquired properly, has been obtained in circumstances in which there is a reasonable expectation that it will not be used for trading purposes, or where the information relates to a tender offer and came from a tender offer participant.
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In particular, no employee should trade, tip, or recommend the securities of any issuer having obtained material nonpublic information on a confidential basis, from an insider in breach of his or her duty, or through misappropriation. On the other hand, there is no prohibition against using information obtained legitimately through ones own analyses or appropriate investigative efforts.
Any Covered Person who acquires material nonpublic information may not discuss that information with others, other than to report such fact to your Designated Reporting Person and/or a member of the BMO Entities Legal Department. Once material nonpublic information has been disclosed to a person, he or she is precluded from trading in the security to which that information relates, making any comment which could be viewed as a recommendation, or otherwise further disclosing the information, as long as he or she possesses material nonpublic information. In this regard, particular restraint should be exercised to avoid the transmission of information which is not likely to become public in the short term.
Materiality. Information is material if it has market significance, that is, if its public dissemination is likely to affect the market value of securities, or if it is otherwise information that a reasonable investor would want to know before making an investment decision.
While it is impossible to list all types of information which might be deemed material under particular circumstances, information dealing with the following subjects is often found to be material:
● |
Earnings estimates and other financial projections |
● |
Dividends |
● |
IPOs |
● |
Major new discoveries or advances in research |
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Acquisitions, including mergers and tender offers |
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Sales of substantial assets |
● |
Changes in debt ratings |
● |
Significant write-downs of assets or additions to reserves for bad debts or contingent liabilities |
On the other hand, information is generally not material if its public dissemination would not have a market impact, or if the information would not likely influence a reasonable investor making an investment decision. Since such judgments may ultimately be challenged with the benefit of hindsight, and the consequences of a wrong decision are potentially severe, an employee should contact their Designated Reporting Person for advice as to whether particular information is material
Nonpublic. Information that has not been disclosed to the public generally is nonpublic. To demonstrate that certain information is public, the Covered Person should be able to point to some fact showing that it is widely available. Information would generally be deemed widely available if it has been disclosed, for example, in the broad tape, Wall Street Journal, or widely circulated public disclosure documents, such as prospectuses, annual reports, or proxy statements.
Nonpublic information may include, but is not limited to;
● |
Information available to a select group of analysts or brokers or institutional investors |
● |
Undisclosed facts which are the subject of rumors, even if the rumors are widely circulated |
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● |
Information that has been imparted on a confidential basis, unless and until the information is made public and enough time has elapsed for the market to respond to a public announcement of the information. |
Information from Affiliates. Because the BMO Entities are under common control with affiliate banks and other financial institutions, all of which could be a source of nonpublic information, the BMO Entities employees must be particularly careful to consider the nature of the information they receive before using it. Use of insider information obtained from an Affiliate of Bank of Montreal is prohibited and could subject both the BMO Entities and the Affiliate to penalties for insider trading.
Information Obtained on a Confidential Basis. When the BMO Entities employee obtains information from a source with the expectation that he or she will keep such information confidential, the BMO Entities and its employees are prohibited from using that information to trade, tip, or recommend securities and such confidential information may not be given to affiliates of the BMO Entities. The expectation of confidentiality may be either explicitly set forth or implied by the nature of the BMO Entities relationship with the source of the information.
Information Obtained through a Breach of Fiduciary Duty. Even in the absence of an expectation of confidentiality, the BMO Entities employees are prohibited from trading, tipping, or recommending securities on the basis of material nonpublic information disclosed by an insider in breach of a fiduciary or similar duty.
Information Obtained Through Misappropriation. Misappropriated information is information that has been improperly obtained or, though obtained properly, is being used improperly for a purpose contrary to the purpose for which it was given. For example, if a printer, a commercial banker, or a lawyer passes along to others material nonpublic information entrusted to him or her by a Client, misappropriation may have occurred. Thus, if such a person divulges the information to a person who knows of that relationship, and the person trades, tips, or recommends the Clients securities, liability as a tippee with respect to the misappropriated information may be found. For this reason, absent approval by your Designated Reporting Person on the basis of a full exploration of the facts, no employee may trade, tip, or make recommendations regarding affected securities where he or she has reason to believe the information has been misappropriated.
Any violation of the procedures in this Section, or any other disclosure or use of material nonpublic information, should be reported to your Designated Reporting Person immediately. Violations may result in disciplinary action taken by Compliance with potential further SEC or regulatory sanctions.
Any question as to the applicability or interpretation of these guidelines or the propriety of any desired action must be discussed with your Designated Reporting Person prior to trading or disclosure of the information.
V. |
The BMO Entities prohibit any member, officer, director, employee or other Covered Person from engaging in rumor creation or dissemination that involves knowingly putting false information into the market in order to artificially change the stock price of any publicly-traded security, or from engaging in fraud and manipulation with the intent to profit. This conduct is frequently referred to as market manipulation. This policy applies to all Covered Persons and extends to activities within and outside their duties at the BMO Entities.
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The term market manipulation is not specifically delineated in the federal securities laws, however, the laws refer to the prohibition against creating and disseminating false or misleading statements, or to the prohibition against fraud and manipulation. Market manipulation is viewed as an emerging area of the law. The Securities and Exchange Commission has not pursued many such cases in the past because of the difficulty of tracing where a false rumor originates and of proving it was knowingly false. But now the increased use of technologies, such as emails, instant messages, and other electronic communications, which enable the quick spread of rumors, are enabling law enforcement officials to track down the origin of false rumors and prove that they were knowingly false.
While the laws concerning market manipulation are not static, it is generally understood that the laws prohibit:
● |
Knowingly creating and/or disseminating information that is nonpublic, false, or speculative without factual support. |
● |
Disseminating information from unknown or unidentified sources. |
Market manipulation involves knowingly putting false information into the market in order to artificially change the stock price of any publicly-traded security, or engaging in fraud and manipulation with the intent to profit. This becomes particularly important when a firm owns the securities in question. A rumor can be disseminated through all forms of communication, including, but not limited to, emails, instant messages, blogs, chat rooms, telephones, faxes, messages, letters, and memos. It can entail creating a false rumor, but can also occur through the omission of a material fact. It can be in the form of a statement or a question. The materiality of the rumor is considered, i.e. it must be reasonably likely to affect the stock price or the value of the target toward which the rumor is directed.
The BMO Entities prohibit any Covered Person from knowingly creating and/or disseminating information that is nonpublic, false, or speculative without factual support. Because an intent to manipulate is presumed if a rumor originates with an individual or firm that is later found to have profited from the rumor, members, officers, directors and employees are prohibited from entering any securities-related chat rooms or posting on securities-related blogs to avoid inadvertent manipulation.
The BMO Entities also prohibit any Covered Person from disseminating information from unknown or unidentified sources. Even if it is not clear that a rumor is false at the time, you can still be charged if you assisted in disseminating the rumor. As such, dissemination must be limited to information that is derived from known and/or reliable sources.
Employees who believe they may have inadvertently (or consciously) manipulated the market or employees who believe they may have been pressured into such actions are expected to immediately report such actions to their Designated Reporting Person.
VI. |
This Code requires Covered Persons to conduct any personal securities trading activities in accordance with the provisions of this Code and to periodically report their personal securities transactions and holdings to the Compliance Department in the manner specified in this code. Personal trading activities of a Covered Person include transactions in accounts in which the Covered Person has any direct or indirect Beneficial Ownership, which includes immediate family members sharing the Covered Persons household (See definition of Beneficial Ownership, on page 6).
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Covered Persons must submit holdings and transaction reports for Reportable Securities held within Reportable Accounts, except for certain types of Reportable Accounts such as third party manager accounts. Reporting obligations may be met by submitting the necessary reports on the Sungard Protegent PTA (Protegent PTA) web-based personal trade monitoring system located on the intranet via the following address; https://mi.ptaconnect.com/pta/pages/logon.jsp.
Certain Supervised Persons of the Advisers who are not considered Access Persons are not subject to the pre-clearance requirements detailed in Section VI.A.i below except related to Limited Offerings and IPOs. Such Supervised Persons will be notified if they are not subject to the pre-clearance requirements. Covered Persons who are considered Bank Member Employees, who are not also considered Access Persons, are not subject to pre-clearance requirements in Section VI.A.i below.
A. |
Personal Trading Procedures |
Personal transactions by a Covered Person, or immediate family member sharing the Covered Persons household, whether a transaction is a purchase or sale, in any Reportable Security that the Covered Person has direct or indirect Beneficial Ownership shall be prohibited if the Covered Person knows, or should have known, at the time the personal transaction was contemplated that such a purchase or sale; (i) is being considered for purchase or sale by a Client or (ii) is being purchased or sold by a Client, including but not limited to, portfolio re-optimizations, unless the personal transaction meets a pre-clearance exception listed below in Section VI.A.ii below.
i. |
Trading Guidelines and Restrictions |
1. Pre-Clearance Requirements Covered Persons must pre-clear every purchase or sale of a Reportable Security in which the Covered Person has a Beneficial Ownership in a Reportable Account, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii. Equity-related and Fixed Income securities must be pre-cleared using Protegent PTA. Pre-clearance approval and the receipt of express pre-clearance approval does not exempt you from the prohibitions outlined in this Code.
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Pre-clearance approval may be granted between 8:30a.m. CT and 3p.m. CT. |
● |
Pre-clearance approval remains in effect until the end of the trading day on which it was granted. |
● |
When trading options, the Covered Person must pre-clear the underlying security, unless the underlying security meets a pre-clearance exemptions listed below, before entering into the option contract. |
● |
When entering limit orders for transactions that do not meet the de minimis exemption, Covered Persons must obtain pre-clearance approval each day the order is outstanding. |
2. Limited Offerings Covered Persons may not acquire Securities for their personal accounts in a Limited Offering unless:
● |
such transaction otherwise comply with all other provisions of this Code; |
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● |
the Covered Person submits the full details of the proposed transaction to their Designated Reporting Person, including written certification that the investment opportunity did not arise by virtue of the Covered Persons position with BMO, the BMO Entities or an Affiliate; |
● |
The Designated Reporting Person has (i) concluded (after reviewing the details supplied by the Covered Person, receiving the written certification, and consulting with other BMO investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted pre-clearance approval. |
The Covered Person, after purchasing an approved Limited Offering, may not participate in any investment decision regarding that Limited Offering for any Client. As such, a recommendation to a Client of the BMO Entities to purchase or sell Securities of such an issuer (following a purchase by a Covered Person in an approved personal transaction) will be subject to an independent review by the President of the Adviser (or his or her designee), so long as the person conducting such review has no personal interest in the issuer. The Covered Person will affirmatively disclose to the Chief Compliance Officer any such independent review.
3. Initial Public Offerings (IPOs) Covered Persons are prohibited from acquiring any Security distributed in an initial public offering (IPO), until trading of the Security commences in the secondary market. This restriction also applies to transactions in IPOs in an account where the Covered Person has granted full discretionary authority to an Approved Third Party Manager. The Compliance Department reserves the right to contact your Approved Third Party Manager to verify they are not participating in IPOs in your account.
4. Blackout Periods
a. |
Covered Persons are prohibited from executing a personal transaction in any Reportable Security on a day during which a Client has a pending buy or sell order for that Reportable Security, and for seven (7) calendar days after a Client purchases or sells the same Reportable Security. Any purchases or sales of any Reportable Security by a Covered Person within seven (7) days before a Client purchases or sells the same Reportable Security are subject to review on a case-by-case basis for purposes of determining whether a violation of this Code has or may have occurred, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii. |
b. |
Covered Persons, with knowledge of a reoptimization, are prohibited from executing a personal transaction in any Reportable Security, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii, from; |
15
(i) |
the time of dissemination of the output of any investment model until the time of publication of the final list of pending transactions based upon the investment model; or |
(ii) |
the time of publication of the final list of pending transactions based upon the investment model until seven (7) calendar days after a Client account has completed its transactions in that security. |
5. When purchasing, exchanging, or redeeming shares of a Reportable Fund, Covered Persons must comply in all respects with the policies and standards set forth in the then current prospectus, including restrictions on short-term trading.
6. Short-Term Trading Covered Persons are generally discouraged from engaging in short-term speculative trading, excessive trading and trading which interferes the Covered Persons job responsibilities.
7. BMO Securities Covered Persons are prohibited from engaging in transactions in Bank of Montreal Securities or related financial instruments that are:
a. |
call or put options or short selling (selling, directly or indirectly, Bank of Montreal Securities or related financial instruments that you do not own); or |
b. |
transactions (e.g., monetization transactions, forward sale contracts, equity swaps, collars, purchases of units of exchange funds, entering into exchange contracts or limited recourse loans secured primarily by Bank of Montreal Securities, etc.) if those transactions are designed to hedge or offset the economic risk of holding Bank of Montreal Securities or related financial instruments. |
ii. |
Exceptions from Pre-Clearance Requirements |
The following exceptions are from pre-clearance only ; please see Section B for applicable reporting requirements.
1. Covered Persons are not required to pre-clear the following:
a. |
Purchases or sales of 2,000 common shares or less (or the purchase, sale, writing of, the right to or voluntary exercise of 20 options contracts or less) in a public company whose market capitalization is greater than $5 billion at the time of the purchase or sale; |
16
b. |
Transactions over which the Covered Person has no control, such as the expiration of an option contract or option exercise thresholds that trigger an automatic exercise of options; |
c. |
Purchases or sales in Exchange Traded Funds (ETFs) and closed end funds, including options on such funds; |
d. |
Transactions in a Reportable Fund; |
e. |
Transactions in BMO 401(k) plans as they are not Reportable Accounts; |
f. |
Purchases or sales in foreign currency futures or forwards; |
g. |
Purchases or sales of options, futures, or forwards on broad-based indices, defined as indices consisting of 100 names or more; |
h. |
The execution of options of BMO securities acquired as the result of employment at BMO or its Affiliates, subject to any applicable BMO trading windows; |
i. |
Purchases which are made through an Automatic Investment Plan; |
j. |
Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired; |
k. |
The acquisition of Reportable Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate |
17
reorganizations or distributions generally applicable to all holders of the same class of securities; |
l. |
Purchases which (upon advance notification and approval from your Designated Reporting Person or his or her designee) are part of an offering(s) made available to a member of the Covered Persons household solely by virtue of that persons employment; |
m. |
Purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control with an Approved Third Party Manager(s). However, in order to advise any such Approved Third Party Manager to enter into or refrain from entering into a specific transaction or class of transactions, you must first consult your Designated Reporting Person and obtain approval; or |
n. |
Any transaction in which your Designated Reporting Person or his or her designee determines that the nature of the Security traded or the facts surrounding the transaction are sufficient enough to make pre-clearance unwarranted. |
B. |
Reporting Requirements |
Failure to complete the reports described in this Section of the Code in the specified timeframe is a violation of Rule 17j-1 and Rule 204A-1 under the Investment Company Act and the Advisers Act, respectively, and all of the other applicable law, rule or regulation, as well as this Code. Covered Persons reporting obligations may be met by submitting the necessary reports on Protegent PTA. The Compliance Department generally maintains these reports within Protegent PTA.
Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.
i. |
Initial and Annual Holdings Reports |
Within ten calendar days of becoming a Covered Person, Covered Persons must submit an Initial Report listing all Reportable Accounts along with any in which they are a Beneficial Owner and all holdings within these accounts. Furthermore, annually, Covered Persons must report all Reportable Accounts along with any in which they are a Beneficial Owner.
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1. Every Covered Person shall report the information described below in their Reportable Accounts to their Designated Reporting Person (or his or her designee):
a. |
The full name (title), description (type and exchange ticker symbol or CUSIP number), number of shares and principal amount of each Reportable Security in which the Covered Person or any immediate family member sharing the same household had any direct or indirect Beneficial Ownership when the person became a Covered Person; |
b. |
The name of any broker, dealer or bank maintaining an account in which any Securities that the Covered Person has any indirect or direct Beneficial Ownership are held; and |
c. |
Date the report is submitted and signature. |
2. Every Covered Person is required to submit a Holdings Report for Reportable Accounts:
a. |
No later than 10 calendar days after the person becomes a Covered Person, an initial holdings report listing all of the information described above which must be current as of a date no more than 45 days prior to the date the person becomes a Covered Person; and |
b. |
By February 14 of each year, an annual holdings report listing all of the information described above as of December 31 of the prior year. |
Covered Persons are not required to report holdings in non-Reportable Accounts.
ii. |
Quarterly Transaction Reports |
1. Within 30 calendar days after the end of each quarter, each Covered Person will provide their Designated Reporting Person (or his or her designee) with a transaction report covering, at a minimum, all transactions in Reportable Accounts during the most recent quarter in which the Covered Person had any direct or indirect Beneficial Ownership (the Quarterly Transaction Report) containing the following information:
a. |
The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and the principal amount of each Reportable Security involved; |
b. |
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition such as a gift or charitable contribution); |
c. |
The price at which the transaction was effected; |
d. |
The name of the broker, dealer or bank with or through which the transaction was effected; |
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e. |
Going forward on a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. |
f. |
Date the report is submitted and signature; and |
g. |
If there were no personal transactions in Reportable Securities during the period, either a statement to that effect or the word None (or some similar designation). |
2. Covered Persons are not required to report transactions in non-Reportable Accounts.
iii. |
New Reportable Accounts Reports |
Covered Persons will be required to disclose to their Designated Reporting Person (or his or her designee) any new Reportable Accounts established during the previous quarter in which any Securities that the Covered Person has any indirect or direct Beneficial Ownership were held during the quarter. Ideally, Covered Persons should report new Reportable Accounts when they are opened. The report shall include:
● |
The name of the broker, dealer or bank with whom the Covered Person established the account, |
● |
The date the account was established, and |
● |
The date the report was submitted. |
A. |
Duplicate Statements and Use of Approved Broker for Reportable Accounts |
The Compliance Department may request duplicate copies of trade confirmations and periodic account statements for Reportable Accounts from brokers. However, confirmations and statements should be received via electronic data feed through Protegent PTA.
B. |
Third Party Managers Account Approval |
As described above, Covered Persons are not required to provide initial or annual holdings or quarterly transaction reports on any Reportable Account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account, such as an account where the Covered Person has granted full discretionary authority to a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity. In these situations, the Covered Person must provide to its Designated Reporting Person:
● |
the terms of each account relationship (Agreement and any amendment to the Agreement) in writing; and |
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● |
a certification to its Designated Reporting Person or copy of approved advisory agreement at the time such account relationship commences, that such Covered Person does not have direct or indirect influence or control over the account, other than the right to terminate the account. |
The Compliance Department reserves the right to request confirmations and statements on such Third Party Manager Account.
VII. |
A. |
No Covered Person shall accept or provide a gift worth more than $100, in aggregate within any 12-month period, from or to any outside person or entity that does business, or seeks to do business, with the BMO Entities for which the Covered Person performs duties or over which the Covered Person exercises managerial influence, without prior approval from the Designated Reporting Person. The affiliates and agents of an outside person or entity shall be considered a single person. Under no circumstances should cash or cash equivalent gifts be given to or accepted from any outside person or entity, including gift cards.
Notwithstanding the above, the aggregate gift limit only (i.e., such gifts must be still reported as described below) does not apply to the following items:
i. |
The offer or acceptance of gifts, meals, refreshments, or entertainment of reasonable value, which is generally $100 or less, that are related to commonly recognized major events related to employment, such as a promotion, new job, etc.; or |
ii. |
The offer or acceptance of personal gifts such as a wedding gift or a congratulatory gift for the birth of a child, provided that these gifts are not given as a result of the business relationship 1 and the individual giving the gift bears the cost of the gift and not the employer (e.g., the gift is not paid for by the BMO Entity, or its affiliates, or any entity with which they transact business). |
Any gifts offered or received, unless exempted from the definition of gift below, must be reported by the Covered Person no less frequently than quarterly. The report must include a description of the gift given or received, the name of the person receiving or giving the gift and the estimated value of the gift. This reporting obligation can be met by submitting a gift disclosure through PTA.
Furthermore, the following items are exempted from the definition of gift under this policy:
● |
Salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Covered Persons employment responsibilities for the Covered Persons employer; |
1 |
For example, in situations where there is a pre-existing personal or family relationship between the person giving the gift and the recipient. |
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● |
The offer or acceptance of meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions; |
● |
The offer or acceptance of advertising or promotional material of nominal value, which is generally $50 or less, such as pens, pencils, note pads, key chains, calendars and similar items; and |
● |
The offer or acceptance of awards, from an employer to an employee, for recognition of service and accomplishment. |
B. |
No Covered Person shall provide or accept any business entertainment to or from any outside person or entity unless the business entertainment is considered to be a customary business practice, is reasonable under the circumstances, and is not so excessive, frequent, lavish, or extravagant as to raise questions of propriety.
Moreover, any such business entertainment shall only be permitted if;
● |
The Covered Person shall be in attendance; |
● |
The business entertainment is for business purposes; and |
● |
The Covered Persons travel and lodging related to the business entertainment is paid for by a BMO line of Business. |
C. |
Regulations related to the investment management of state or municipal pension funds and other retirement plans often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and employees of elected officials) who have involvement or influence over the selection of an investment manager. Prior to providing any gift or entertainment, the Covered Person will generally consult with such individuals.
Keep in mind your specific department may have additional policies and procedures that you need to adhere and may restrict any gifts or entertainment to government officials or agents of retirement plans.
VIII. |
All Covered Persons are prohibited from serving on the boards of directors of any Public Company, absent express prior authorization from Compliance. Authorization to serve on the board of a Public Company may be granted in instances where Compliance determines that such board service would be consistent with the interests of a Client, including shareholders of the Company. If prior approval to serve as a director of a Public Company is granted, a Covered Person has an affirmative duty to excuse himself from participating in any deliberations by the BMO Entities regarding possible investments in the securities issued by the Public Company on whose board the Covered Person sits.
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IX. |
C ERTIFICATION AND A CKNOWLEDGEMENT OF THE C ODE AND I TS P ROVISIONS |
The Designated Reporting Person (or his or her designee) is responsible for notifying Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.
Upon becoming a Covered Person and annually by February 14 of each year, every Covered Person will provide their Designated Reporting Person (or his or her designee) with certification that he or she has received, read, and understands the provisions of this Code, and that they recognize that they are subject to its provisions. The annual certification shall also include a statement that, during the prior year, the Covered Person has complied with the requirements of this Code and that the Covered Person has disclosed or reported all personal transactions in Reportable Securities that are required to be disclosed or reported pursuant to the requirements of this Code.
In addition, should there be any material amendments to the Code, as determined by your Designated Reporting Person, each Covered Persons will be asked to certify that he or she has received, read and understands the provisions of this Code.
X. |
A. |
No Disinterested Director shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership or interest when the Disinterested Director knows or has reason to believe that securities of the same class are being purchased or sold or considered for purchase or sale by BMO Funds or any series thereof, until those transactions have been completed or consideration of such transactions is abandoned.
This prohibition does not apply to any transaction in an investment advisory account of any Disinterested Director (either alone or with others) if an investment adviser has discretion and the Disinterested Director does not have knowledge of the transaction until after the transaction has been executed.
B. |
The provisions of this Code are not intended to restrict unnecessarily the personal investment activities of Disinterested Directors. Therefore, the provisions of Section X.A of this Code shall not apply to:
1. |
Purchases or sales over which a Disinterested Director has no direct or indirect influence or control; |
2. |
Purchases or sales of securities that are not eligible for purchase or sale by a BMO Fund; |
3. |
Purchases or sales that are non-volitional on the part of either the Disinterested Director or a BMO Fund; |
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4. |
Purchases that are part of an automatic investment or dividend reinvestment plan; |
5. |
Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and |
6. |
Purchases or sales that receive the prior approval of the BMO Funds Chief Compliance Officer on the ground that they are not inconsistent with this Code or the provisions of Rule 17-j-l(a). |
C. |
1. |
Duty to Report - If any Disinterested Director has a Beneficial Ownership in a transaction in a Security and at the time of the transaction knew, or in the ordinary course of fulfilling his or her official duties as a director should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that class of Security was made or being considered for a BMO Fund, he or she shall report the transaction to the BMO Funds Chief Compliance Officer within 30 days after the end of the calendar quarter in which the transaction occurred. |
2. |
Form of Report - A report pursuant to Section X.C.i may be in any form, such as that in Exhibit A, (including a copy of a confirmation or monthly brokerage statement) but must include: |
a. |
The date of the transaction; |
b. |
The title, interest rate and maturity date (if applicable), number of shares, and the principal amount (if applicable) of the security; |
c. |
The nature of the transaction (i.e., purchase, sale, gift, or other type of acquisition or disposition); |
d. |
The price at which the transaction was effected; |
e. |
The name of the broker, dealer or bank with or through whom the transaction was effected; |
f. |
The name of the reporting person; and |
g. |
The date on which the report is submitted. |
3. |
Initial and Annual Holdings Reports - Disinterested Directors shall not be required to complete and submit Initial and Annual Holdings Reports. |
D. |
No Disinterested Director will knowingly sell to or purchase from a BMO Fund any security or other property except securities issued by a BMO Fund.
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XI. |
The Designated Reporting Person or his or her designee may, in his or her discretion, waive compliance by a Covered Person with the provisions of the Code, if he or she finds that such a waiver:
● |
is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
● |
will not be inconsistent with the purposes and objectives of the Code; |
● |
will not adversely affect the interests of any Client of the Advisers or the interests of the Adviser or its affiliates; and |
● |
will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. Any waiver shall be in writing and shall contain a statement of the basis for the waiver. |
XII. |
The Compliance Department will review all reports required under this Code, and personal trading activity and trading records to identify improper trades or patterns of trading or possible violations of the provisions or spirit of this Code. The Designated Reporting Person may designate one or more individuals to assist with the review of these items.
The Compliance Department shall institute and periodically review procedures (a) reasonably necessary to prevent violations of this Code and (b) pursuant to which appropriate management or compliance personnel review all reports required by this Code.
XIII. |
Covered Persons who are aware of any possible violations of this Code must promptly report them to their Designated Reporting Person. Upon discovering that a Covered Person has not complied with the requirements or with the spirit of this Code, a Designated Reporting Person shall submit the findings to the Compliance. The Designated Reporting Person and/or Compliance may impose on that Covered Person sanctions described in the COE Violation Sanction Hierarchy including, among other things, the unwinding of the transaction, and the disgorgement of profits, suspension or termination of employment, or removal from office. These sanctions may be assessed individually or in combination. Prior violations by the Covered Person and the degree of responsibility exercised by the Covered Person will be taken into consideration in the assessment of sanctions. In instances where a member of the Covered Persons household commits the violation, any sanction will be imposed on the Covered Person.
XIV. |
A NNUAL R EPORT TO AND R EVIEW BY BMO F UNDS B OARD OF D IRECTORS |
No less frequently than annually, the Adviser, the sub-adviser to any Fund, the Companys distributor and the Company are each required to furnish to the Companys Board of Directors a written report that:
(a) |
describes any issues arising under the Code of Ethics since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
(b) |
certifies that the Adviser and the Company have adopted procedures reasonably necessary to prevent access persons from violating the Code. |
25
In addition, each Adviser to an investment company registered under the Investment Company Act will, no less frequently than annually, also furnish to the respective investment companys board of directors, the written report described above.
At least annually and, in any case, within months of adopting any material change to this Code, the each Adviser to a registered investment company under the Investment Company Act shall submit to such investment companys Board of Directors for approval any recommended or previously adopted changes to this Code.
XV. |
The Compliance Department will maintain copies of the Code, records of persons subject to reporting under the Code, copies of Covered Persons written acknowledgement of receipt of the Code, records of personal securities transactions and holdings reports and the Compliance Departments review of the same, records of decisions relating to approvals of investments in limited offerings or private placements, records of violations of the Code and actions taken as a result of the violations, and records of the annual reports provided to the BMO Funds Board of Directors. These records will be maintained (generally for five full fiscal years) in accordance with applicable laws and rules there under.
XVI. |
The Advisers will describe its Code of Ethics in Form ADV Part 2A and, upon request, furnish the clients with a copy of the Code.
XVII. |
All reports and records monitored, prepared or maintained pursuant to this Code shall be considered confidential and proprietary to the BMO Entities and shall be maintained and protected accordingly; however, such reports and records may be made available, to the BMO Entities Board of Directors, the Board of Directors of investment companies for whom an Adviser provides services, BMO Corporate Audit, regulators, or other appropriate persons as may be reasonable and necessary to accomplish the purpose of this Code.
26
EXHIBIT A
BMO F UNDS
T RANSACTION R EPORTING F ORM FOR D ISINTERESTED D IRECTORS
Background. BMO Funds, Inc. (the BMO Funds or Funds) has adopted a code of ethics (the Code of Ethics) to comply with Rule 17j-1 of the Investment Company Act. The Code of Ethics requires access persons to report their personal securities transactions. While the definition of access person includes directors of BMO Funds, a director who is not an interested person of the Funds (i.e. a Disinterested Director) and who would be required to make a report solely by reason of being a Fund director, is not required to submit initial or annual holdings reports and is only required to report transactions in Securities (as defined by the Code of Ethics) on a quarterly basis if the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the directors transaction in a Security, a Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security.
Transaction Reporting. Each Disinterested Director shall submit to the Chief Compliance Officer of BMO Funds, the Funds investment adviser, a list of any applicable transactions, as described above, within 30 days of each calendar quarter end on this Form. To the extent the Disinterested Director does not have any applicable transactions, this Form need not be submitted. The Disinterested Directors will be reminded periodically of their reporting responsibilities. The reporting of any transaction below shall not be construed as an admission of any direct or indirect beneficial ownership in the subject security.
T RANSACTION R ECORD FOR ( P RINT N AME ) | F OR THE Q UARTER E NDED |
I am reporting below all transactions required to be reported for the quarter pursuant to the Code of Ethics.
Date of
Transaction |
Name of Security
and Ticker |
Interest Rate |
Maturity Date |
Principal
Amount |
Number of
Shares or Par |
Type of Transaction (B) (S) (Other) |
Price | Broker/Bank/Other |
Name of
(if other
|
||||||||||||||||||||||||||||||||||||
Disinterested Director Signature | Date |
REVIEWED: | ||||||||||
Date | Compliance Review Signature | |||||||||
FOLLOW-UP ACTION (if any): |
Exhibit A-1
COMPLIANCE POLICIES
A. Code of Ethics
Boston Partners has built a reputation for integrity and professionalism among its clients. We value the confidence and trust those clients have placed in us and strive to protect that trust. This Code of Ethics (the Code) is our commitment to protecting our clients trust by establishing formal standards for general personal and professional conduct. Furthermore, this Code does not attempt to identify all potential conflicts of interest or conduct abuses, and violations regarding the spirit of the Code may be subject to disciplinary action. Questions regarding the interpretation of the Code or its application to particular conduct should be addressed with Legal or the CD.
A. |
APPLICABILITY AND DEFINITIONS |
This Code and all sections, unless specifically noted otherwise, apply to all Supervised Persons.
Supervised Persons for purposes of this Code means:
1. |
Directors, and officers of Boston Partners (or other persons occupying a similar status or performing similar functions); |
2. |
Employees of Boston Partners and registered representatives of Boston Partners Securities LLC (collectively Employees); |
3. |
Any other person who provides investment advisory advice on behalf of Boston Partners and is subject to Boston Partners supervision and control; and |
4. |
Certain other persons designated by the CD, such as temporary/contract workers who support our businesses. |
Access Person for purposes of this Code means any Supervised Person:
1. |
Who has access to non-public information regarding any clients purchases or sales of securities, or |
2. |
Who has non-public information regarding the portfolio holdings of any mutual fund, managed account, or private investment fund managed by Boston Partners (client accounts); or |
3. |
Who is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic; or |
4. |
Who is a director or officer of Boston Partners. Excepted from this requirement are Directors of Boston Partners who are not involved in the day-to-day business activities of the firm or do not have access to confidential information regarding client securities holdings, transactions, or recommendations. Also exempted from this requirement are Boston Partners Funds directors who are not employees of Boston Partners nor have access to confidential information regarding client securities holdings, transactions or recommendations; or |
5. |
Certain other persons designated by the CD, such as temporary/contract workers who support our businesses. |
The CD will notify all individuals of their status as either a Supervised Person or an Access Person.
B. |
STANDARDS OF BUSINESS CONDUCT |
The following principles are intended to guide in the applicability of this Code of Ethics:
1. |
Boston Partners is a fiduciary and its Supervised Persons have a duty to act for the benefit of Boston Partners clients and shall at all times place the financial interests of the client ahead of Boston Partners; |
2. |
Boston Partners holds all Supervised Persons responsible to high standards of integrity, professionalism, and ethical conduct; and |
3. |
Boston Partners fosters a spirit of cohesiveness and teamwork while ensuring the fair treatment of all Supervised Persons. |
C. |
COMPLIANCE WITH FEDERAL SECURITIES LAWS |
All Supervised Persons must comply with applicable federal securities laws. Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (the Investment Company Act), the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury. The applicable laws are designed to prevent the following practices, which should not be viewed as all-encompassing and are not intended to be exclusive of others.
Supervised Persons must never:
|
Defraud any client in any manner; |
|
Mislead any client, including by making a statement that omits material facts; |
|
Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client, including misappropriation of an investment opportunity; |
|
Engage in any manipulative practice with respect to any client or security, including price manipulation. |
D. |
CONFLICTS OF INTEREST |
As a fiduciary, Boston Partners has an affirmative duty of care, loyalty, honesty to its clients and a duty of utmost good faith to act in the best interests of Boston Partners clients. Compliance with this fiduciary responsibility can be accomplished by avoiding conflicts of interest and by fully, adequately, and fairly disclosing all material facts concerning any conflict which arises with respect to any client.
The following specific guidelines should not be viewed as all-encompassing and are not intended to be exclusive of others:
|
No Supervised Person shall take inappropriate advantage of their position with respect to a client, advancing their position for self-gain. |
|
No Supervised Person shall use knowledge about pending or currently considered client securities transactions to profit personally as a result of such transactions. |
|
All securities transactions affected for the benefit of a client account shall avoid inappropriate favoritism of one client over another client. |
|
All securities transactions affected for the benefit of a Supervised Person shall be conducted in such a manner as to avoid abuse of that individuals position of trust and responsibility. |
E. |
CONFIDENTIALITY |
Boston Partners generates, maintains, and possesses information that it views as proprietary, and it must be held strictly confidential by all Supervised Persons. This information includes, but is not limited to:
|
the financial condition and business activity of Boston Partners or any enterprise with which Boston Partners is conducting business. |
|
investment management agreements and partnership agreements; |
|
client specific information; |
|
holdings in client accounts; |
|
research analyses and trading strategies; |
|
internal communications; |
|
legal advice; and |
|
computer access codes. |
Supervised Persons may not use proprietary information for their own benefit or for the benefit of any party other than the client. Failure to maintain the confidentiality of this information may have serious detrimental consequences for Boston Partners, its clients, and the Supervised Person who breached the confidence.
In order to safeguard Boston Partners proprietary information, Supervised Persons are expected to abide by the following:
|
Never share proprietary information with anyone at Boston Partners except on a needs-to-know basis. |
|
Never disclose proprietary information to anyone outside of Boston Partners, except in connection with Boston Partners business and in a manner consistent with the clients interests, or unless required in order to make a statement not misleading, or to otherwise comply with the law. |
|
Disclosing proprietary information in connection with Boston Partners business is permissible in accordance with Boston Partners Selective Disclosure Policy, Boston Partners Privacy and Disposal Policy, and Boston Partners Media Policy. |
|
Never remove any proprietary information from Boston Partners premises, unless absolutely necessary for business purposes (and, if so, the information must be kept in the possession of the Supervised Person or in a secure place at all times and returned promptly to Boston Partners premises); |
|
Exercise caution in displaying documents or discussing information in public places such as in elevators, restaurants, or airplanes, or in the presence of outside vendors or others not employed by Boston Partners; |
|
Exercise caution when using e-mail, cellular telephones, facsimile machines or messenger services; |
|
Never leave documents containing proprietary information in conference rooms, wastebaskets, or desks, or anywhere else where the information could be seen or retrieved; |
Boston Partners restrictions on the use of proprietary information continue in effect after termination of employment with Boston Partners, unless specific written permission is obtained from the General Counsel. For purposes of clarification, the terms of any separate confidentiality agreement between an Employee and Boston Partners or any of its affiliates shall supersede this general restriction, to the extent applicable.
Federal law protects the ability of whistleblowers to report violations of applicable law. Nothing in any agreement between yourself and Boston Partners shall be interpreted or deemed to limit you in any way from communicating with the Securities and Exchange Commission about any actions that you reasonably believe to be a violation of applicable securities laws or with any other regulatory or enforcement agency about any actions that you reasonably believe to be a violation of any other applicable law.
Any questions regarding policies and procedures on the use of proprietary information should be brought to the attention of the CCO.
F. |
EMPLOYEE PERSONAL SECURITIES MONITORING |
DEFINITIONS
Covered Security shall include any type of equity or debt instrument, including any rights, warrants, derivatives, convertibles, options, puts, calls, straddles, exchange traded funds, shares of closed-end mutual funds, shares of open end mutual funds that are advised or sub advised by Boston Partners, its affiliates or, in general, any interest or investment commonly known as a security.
Non-Covered Security shall include shares of open-ended mutual funds that are not advised or sub-advised by Boston Partners or its affiliates, direct obligations of the US government, bankers acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, which have a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization (NRSRO).
Investment Personnel shall include portfolio managers, research analysts, traders and any other person who provides information or advice to portfolio managers, or who helps execute or implement the portfolio managers decisions as designated by the CD.
Beneficial Interest shall include any Covered Security in which a Supervised Person has an opportunity directly or indirectly to provide or share in any profit derived from a transaction in a Covered Security, including:
|
accounts personally held by the Supervised Person; |
|
accounts held by the Supervised Persons immediate family members related by blood or marriage sharing the same household; |
|
any person or organization (such as an investment club) with whom a Supervised Person has an opportunity to directly or indirectly share in any profit from a transaction in a Covered Security; or |
|
any trusts of which a Supervised Person is trustee. |
Designated Broker/Dealer is one who has contracted with Boston Partners to make available Supervised Persons investment accounts, statements and confirmations via electronic download. A list of designated broker/dealers is available upon request from the CD.
Outside Account shall include any Supervised Persons Covered Securities account not held at a Designated Broker/Dealer.
1. |
ACCESS TO SUPERVISED PERSONS ACCOUNTS, CONFIRMATIONS AND STATEMENTS |
Supervised Persons are required to maintain all discretionary or non-discretionary securities or commodities accounts with a Designated Broker/Dealer, unless prior written permission to maintain an Outside Account has been granted by the CD. This includes any account over which the Supervised Person has the power to exercise investment control, including but not limited to accounts in which the Supervised Person has a direct or indirect Beneficial Interest. If an Outside Account is approved, the Supervised Person must instruct their broker to send duplicate statements and confirmations to the CD.
All Supervised Persons whose accounts are custodied outside of Boston Partners Designated Broker/Dealer(s) must instruct their broker to submit copies of confirmations and/or account statements to:
Financial Tracking
2 Sound View Drive, Suite 100
Greenwich, CT 06830
The CD will supervise the review of all confirmations and/or account statements to ensure the required pre-approvals were obtained and to verify the accuracy of the information submitted in the quarterly reports.
2. |
INVESTMENT ACTIVITIES |
|
Supervised Persons may not offer investment advice or manage any persons portfolio in which he/she does not have a beneficial interest without prior written approval. |
|
Supervised Persons may not participate in an investment club without prior written approval. |
3. |
PRE-CLEARANCE |
Unless otherwise noted, the following provisions apply to all Covered Securities beneficially owned by Supervised Persons:
A. |
Covered Securities Transactions |
Mandatory written/electronic pre-clearance prior to the execution of any transaction involving a Covered Security. The CD may approve transactions. See Section 6 for exemptions.
B. |
Approvals |
Pre-clearance is valid only for the day of approval. If the trade is not executed on the approved date, the pre-clearance process must be repeated prior to execution on the day the transaction is to be effected.
C. |
Initial Public Offering (IPO) Transactions |
Mandatory written/electronic pre-clearance prior to participation in an IPO, except for Government Bonds and Municipal Securities. Approval is determined on a case-by-case basis; documentation supporting the decision rationale will be maintained on all requests.
D. |
Private Limited Opportunity Investments |
Mandatory written/electronic pre-clearance prior to the execution of any private limited opportunity investment in a security. Private limited opportunity investments include, but are not limited to, private investments in hedge funds and Delaware Statutory Trusts, as well as any private business investment in a security, including a family business. Any questions regarding whether or not a particular investment requires written/electronic consent should be addressed with the CD prior to investment. Approval is determined on a case-by-case basis; documentation supporting the decision rationale will be maintained on all requests.
E. |
Short Sales/Cover Shorts/Options |
Mandatory written/electronic pre-clearance prior to execution of any personal transaction involving a short position or option position. Supervised Persons may not sell a security short if it is currently held long in a client account. This prohibition includes writing naked call options or buying naked put options. Approval is determined based on the underlying security and transactions are subject to all blackout policies including the short-term profit prohibition.
F. |
Gifts of Securities |
Gifts of securities do not need pre-clearance but must be reported on quarterly transaction and annual holdings statements.
4. |
HOLDING PERIODS |
Unless otherwise noted, the following provisions apply to all Covered Securities beneficially owned by Supervised Persons:
A. |
Supervised Persons may not profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 30 calendar days. Equivalent security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security or similar securities with a value derived from the value of the subject security. |
B. |
Multiple purchases/sales of the same or equivalent security will be considered on a First-In-First-Out (FIFO) basis. |
C. |
Closing transactions resulting in a loss may be made after a holding period of one day. |
D. |
Trading of a security in both directions (buy/sell or sell/buy), (Day Trading) is prohibited. |
5. |
BLACK OUT PERIODS |
A. |
No purchase or sale of any Covered Security for which an open order currently exists. |
B. |
Investment Personnel are prohibited from purchasing or selling any Covered Security for which they have responsibility for a Client Transaction or should have knowledge that the security may be under active consideration 3 days before a Client Transaction. Transactions are allowed on the third day. |
C. |
Supervised Persons are prohibited from purchasing or selling any Covered Security that is also held in client accounts 3 calendar days after a Client Transaction. Employee trades are allowed on the third day. |
Client Transaction is generally defined as any trade across all or a significant number of portfolios in one strategy whereby the Covered Security: 1) has been newly established, or 2) the percent holding has been increased or decreased, 3) or a new account is being funded and a significant position, as determined by Boston Partners, is being established.
6. |
EXEMPT TRANSACTIONS |
Outlined below are certain exemptions to the Code; however, such exemptions may be withheld by Boston Partners in its sole discretion. Additional exemptions may be permitted on a case-by-case basis to any provision in this Code when the circumstances of the situation strongly support an exemption.
A. |
Black Out Period Exemptions |
Covered Security transactions for which a Supervised Person has requested and received preclearance from the CD will not be deemed to have violated any blackout period in Section 5
based upon subsequent information or events unless the Supervised Person is the Portfolio Manager or other Investment Person directly responsible for recommending, approving/initiating, or executing the client transaction.
B. |
Pre-Clearance and Black Out Period Exemptions |
The following transactions are exempt from the Pre-Clearance provisions as defined in Section 3 and from the Black Out Period provisions as defined in Section 5.
These transactions are NOT exempt from Holding Period provisions as defined in Section 4 or from the Reporting provisions as defined in Section 7.
1. Purchases and Sales of shares of mutual funds advised or sub-advised by Boston Partners or its affiliates.
2. Purchases and sales involving a long* position in a common stock, exchange-traded fund, or a closed end fund when:
i) |
the market cap is in excess of $3 billion; AND |
ii) |
the aggregate share amount executed across all accounts in which the Employee has a Beneficial Interest is 1,000 shares or fewer over a 30-day period. |
*Note, this exemption does not apply to short positions or options.
C. |
Pre-Clearance, Holding, and Black Out Period, Period Exemptions |
The following transactions are exempt from all Pre-Clearance provisions defined in Section 3, Holding Period provisions as defined in Section 4, and Black Out Period provisions as defined in Section 5.
These transactions are NOT exempt from the Reporting provisions as defined in Section 7.
1. |
Covered Security transactions executed on a fully discretionary basis by a Registered Investment Adviser (other than Boston Partners) on behalf of a Supervised Person and a letter stating such is maintained in the file; |
2. |
Purchases and sales of Exchange traded funds (ETFs) or options on ETFs. (*Exemption applies to 30 days hold for profit, does not apply to prohibition of Day Trading. Day Trading of ETFs or options on ETFs is prohibited); |
3. |
Purchases or sales effected in any account over which there is no direct or indirect influence or control; |
4. |
Purchases or sales that are non-volitional such as margin calls, stock splits, stock dividends, bond maturities, automatic dividend reinvestment plans, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; |
5. |
Systematic investment plans provided the CCO, or designee, has been previously notified of the participation in the plan; |
6. |
Any acquisition of a Covered Security through the exercise of rights issued pro rata to all holders of the class, to the extent such rights were acquired in the issue (and not through the acquisition of transferable rights); |
7. |
Transactions by an Investment Person acting as a portfolio manager for an investment limited partnership or investment company where Boston Partners is the contractual investment adviser and in which the Investment Person has a Beneficial Interest or for or any account in which Boston Partners has a proprietary interest. |
7. |
REPORTING REQUIREMENTS |
A. |
Quarterly Transaction Reports |
All Supervised Persons must submit to the CD a report of every Covered Security transaction, IPO, private limited opportunity investment, and gift of covered securities in which they received/participated or in which they beneficially owned/participated during the calendar quarter no later than 30 days after the end of that quarter.
The report shall include the following:
1. The name of the security, the date of the transaction, the interest rate and maturity (if applicable), the number of shares, and the principal amount of each Covered Security involved;
2. The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
3. The price at which the transaction was effected;
4. The name of the broker, dealer, or bank through which the transaction was effected;
5. Factors relevant to a potential conflict of interest, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by an account managed by Boston Partners;
6. With respect to any account established by an Access Person during the quarter, the name of the broker, dealer, or bank with whom the account was established;
7. The date the account was established; and
8. The date the report was submitted.
ACCOUNTS HELD AT DESIGNATED BROKER/DEALERS EXCEPTION
For securities transactions for which the CD has direct access through a Designated Broker/Dealer electronic confirmation, such electronic access is deemed to be sufficient reporting to comply with the above requirement although a quarterly certification of completeness is still required. Each Supervised Person must verify that the CD has this required access prior to taking advantage of this exception.
B. |
Initial Holdings Report |
All Access Persons shall disclose to the CD, no later than 10 days after becoming an Access Person, a listing of Covered Securities in which the Access Person has a Beneficial Interest as of a date no more than 45 days before the report is submitted.
The report shall include the following:
1. |
The name of the security, the number of shares, and the principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Interest when the person became an Access Person; |
2. |
The name of any broker, dealer, or bank with whom the Access Person maintained an account in which any securities are held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and |
3. |
The date the report is submitted. |
The CD will review all Initial Holdings Reports in an effort to monitor potential conflicts of interest and to understand the full nature of the Access Persons current holdings.
C. |
Annual Holdings Reports |
Annually, on a date determined by the CD, Access Persons shall deliver to the CD, a listing of Covered Securities in which the Access Person has a Beneficial Interest that must be current as of a date no more than 45 days before the report is submitted.
The report shall include the following:
1. |
The name of the security, the number of shares, and the principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Interest; |
2. |
The name of any broker, dealer, or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and |
3. |
The date the report is submitted. |
The CD will review all Annual Holdings Reports in an effort to monitor potential conflicts of interest and to understand the full nature of the Access Persons current holdings.
8. |
RESTRICTED SECURITIES LIST |
The CD maintains a Restricted Security List (the Restricted List) which includes all securities where a Supervised Person has, or is in a position to receive, material non-public information about a company, such as information about a companys earnings or dividends, as a result of a special relationship between Boston Partners or a Supervised Person and the company.
If a Supervised Person knows or believes they have material, non-public information, they must immediately notify Legal or the CD. The decision whether to place a security on the Restricted List and the amount of time a security will remain on the Restricted List is made by Legal.
If it is determined that the Supervised Person is in possession of material, non-public information, the CD will establish a Protective Wall around the Supervised Person, to the extent reasonably possible. In order to avoid inadvertently imposing greater restrictions on trading than are necessary, a Supervised Person may not discuss this information with anyone without the approval of Legal. In addition, Supervised Persons having access to the Restricted List are to be reminded that the securities on the list are confidential and proprietary and should not be disclosed to anyone without the prior approval of Legal.
When an order is received from a Supervised Persons in a security on the Restricted List, the Preclearance System will automatically flag the transaction. The CD maintains procedures for
adding securities to the Restricted List as well as monitoring and removal of those securities from the list.
9. |
ACTIVITY REVIEW |
Supervised Persons are expected to devote their full time and attention to their work responsibilities. Boston Partners may take steps to curtail an individuals trading activity if, in the judgment of the appropriate department manager or the CD, the Supervised Persons trading activity is having or may have an adverse impact on their job performance.
G. |
INSIDER TRADING AND MATERIAL NON-PUBLIC INFORMATION |
Boston Partners has developed the following policies to monitor, restrict if necessary, and educate Supervised Persons with respect to acquiring and investing when in possession of material, non-public information.
Insider trading is generally defined as purchasing or selling securities while in the possession of material, non-public information in violation of a duty not to trade. However, if no duty exists, it is permissible to trade when in possession of this information. The question of duty is complex and depends on facts and circumstances. Situations which could require a fiduciary duty not to act include but are not limited to: information gained directly from corporate insiders or temporary insiders (i.e. officers, directors and employees of a company), information gained from participation on formal or informal creditors committees, and information prohibited from disclosure by confidentiality agreements. Additionally, a misappropriation theory exists whereby an individual who possesses inside information would be prohibited from trading on such information if they are found to owe a duty to a third party and not the corporation whose securities are being traded. You must refer any questions to Legal for a correct interpretation if you believe you may be in possession of material non-public information.
1. |
What is Material Information? |
There is no statutory definition of material information. Information an investor would find useful in deciding whether or when to buy or sell a security is generally material. In most instances, any non-public information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether non-public information is material, you must consult Legal.
2. |
What is Non-public Information? |
Non-public information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, magazine, on the television, on the radio or in a publicly disseminated disclosure document (such as a proxy statement, quarterly or annual report, or prospectus), consider the information to be public. If the information is not available in the general media or in a public filing, consider the information to be non-public. If you are uncertain as to whether material information is non-public, you must consult Legal.
While Supervised Persons must be especially alert to sensitive information, you may consider information directly from a company representative to be public information unless you know or have reason to believe
that such information is not generally available to the investing public. In addition, information you receive from company representatives during a conference call that is open to the investment community is public. The disclosure of this type of information is covered by SEC Regulation FD. Please contact Legal if you have any questions with regard to this Regulation.
Supervised Persons working on a private securities transaction who receive information from a company representative regarding the transaction or who have knowledge of an affiliates private equity transactions should treat the information as non-public. The termination or conclusion of the negotiations in many instances will not change the status of that information.
3. |
Examples of Material, Non-Public Information |
A. |
Material information may be about the issuer itself such as: |
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Information about a companys earnings or dividends, (such as whether they will be increasing or decreasing); |
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any merger, acquisition, tender offer, joint venture or similar transaction involving the company; |
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information about a companys physical assets (e.g., an oil discovery, or an environmental problem); |
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information about a companys personnel (such as a valuable employee leaving or becoming seriously ill); or |
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information about a companys financial status (e.g., any plans or other developments concerning financial restructuring or the issuance or redemption of, or any payments on, any securities). |
B. |
Information may be material that is not directly about a company, if the information is relevant to that company or its products, business, or assets such as: |
|
Information that a companys primary supplier is going to increase dramatically the prices it charges; or |
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information that a competitor has just developed a product that may cause sales of a companys products to decrease. |
C. |
Material information may include information about Boston Partners portfolio management activities such as: |
|
any information that Boston Partners is considering when assessing whether to purchase or sell a security; |
|
any actual purchase or sale decisions; or |
|
all client holdings. |
4. |
Boston Partners Use of Material, Non-Public Information |
Supervised Persons may receive or have access to material, non-public information in the course of their work at Boston Partners. Company policy, industry practice and federal and state law establish strict guidelines for the use of material, non-public information. To ensure that Supervised Persons adhere to the applicable laws, Boston Partners has adopted the following policies:
Supervised Persons:
|
may not use material, non-public information about an issuer for investment purposes to benefit client or proprietary accounts, for personal gain, or share such information with others for their personal benefit; |
|
may not pass material, non-public information about an issuer on to others or recommend that others trade the issuers securities; |
|
must treat as confidential all information defined in Section E, Confidentiality, of this Code and preserve the confidentiality of such information and disclose it only as defined in that section; |
|
must consider all client holdings as material, nonpublic information. In addition, if a Supervised Person is aware that Boston Partners is considering or actually trading any security for any account it manages, the Supervised Person must regard that as material, nonpublic information. While deemed material, nonpublic information, securities which Boston Partners is considering or actually trading for client accounts may be traded by Boston Partners and are exempt from reporting to Legal, but remain subject to all other confidentiality provisions discussed above in Section E as well as Boston Partners Privacy Policy, Selective Disclosure Policy, and Investment Recommendations Policy; |
|
are prohibited from discussing the following when sourcing or analyzing investment ideas with buy-side investment professionals: |
|
disclosing whether or not a particular security is held in client accounts; |
|
disclosing Boston Partners immediate buy/sell intent with respect to a specific security, or |
|
making consensus buy/sell decisions; and |
|
for material nonpublic information other than Boston Partners client holdings or transactions must contact Legal immediately and disclose that they are in possession of material nonpublic information and may not communicate such information to anyone without the advance approval of Legal. |
5. |
Penalties for Insider Trading |
Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $5,000,000 and/or twenty years imprisonment. The SEC can recover the profits gained or losses avoided through the volatile trading, a penalty of up to three times the illicit windfall and an order permanently barring you from the securities industry. Finally, investors seeking to recover damages for insider trading violations may sue you.
Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of this Policy Statement. Disciplinary sanctions may be imposed on any person committing a violation, including, but not necessarily limited to, censure, suspension, or termination of employment.
6. |
Monitoring |
In addition to maintaining a Restricted List, Boston Partners maintains Value Added Investor Procedures to monitor potential conflicts of interest and potential insider trading due to the nature of these relationships. Furthermore, the CD maintains monitors for instances of insider trading which include, but are not limited to, reviews of personal trading activity and email surveillance.
7. |
Engagement of Research Consultants. |
No research consultant may be engaged by Boston Partners without the prior approval of the Head of Research and the CCO or his delegate in the CD. An engagement of a research consultant must be undertaken with appropriate safeguards to prevent the transmission of inside information from the consultant to Boston Partners. Any engagement of a research consultant shall be pursuant to a written agreement that shall, at a minimum, (i) impose confidentiality obligations on the consultant, (ii) contain an acknowledgement by the Consultant that Boston Partners is not requesting and does not want to be provided with material non-public information regarding any issuer of securities or information the provision of which would breach any duty, and (iii) contain a covenant by the consultant not to provide any material non-public information to Boston Partners. Prior to approval, the CD shall undertake sufficient due diligence to ensure that the consultant is suitable for retention by Boston Partners, including, in particular, that the consultant has in place reasonable procedures to prevent the transmission to Boston Partners of material nonpublic information. Boston Partners personnel should notify any prospective consultant as soon as reasonably possible at the inception of any discussions about the engagement or services that the consultant may perform for Boston Partners that Boston Partners does not wish to receive any material nonpublic information and requests that the consultant not provide any such information.
H. |
GIFTS AND ENTERTAINMENT POLICY |
Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Supervised Person. The following guidelines will further clarify this general principal.
DEFINITIONS:
Gift anything of value, including, but not limited to gratuities, tokens, objects, clothing, or certificates for anything of value. The definition also includes any meal, tickets or admission to events where the person supplying the meal or event is not present.
Entertainment business meals and events such as sporting events, shows, concerts where the person supplying the meal or event is present.
1. |
GIFTS POLICY |
A. |
No Supervised Person shall accept any gift of more than $100 value from any person or entity that does business with or on behalf of a client (or any of its portfolios), or any entity that provides a service to Adviser. Gifts of greater than $100 value are to be declined or returned in order not to compromise the reputation of Adviser or the individual. Gifts valued at less than $100 and considered customary in the industry, are considered appropriate. |
B. |
No Supervised Person shall provide gifts of more than $100 value, per person, per year, to existing clients, prospective clients, or any entity that does business with or on behalf of a client (or any of its portfolios), or any entity that provides a service to Adviser. Gifts valued at less than $100 and considered customary in the industry, are considered appropriate. |
C. |
Generally, a Supervised Person may not accept or provide a gift of cash or cash equivalent, (such as a gift card, gift certificate or gift check). Exceptions are permissible with the approval of a member of Boston Partners Management Committee. |
D. |
Supervised Persons are expressly prohibited from soliciting anything of value from a client, or other entity with which the firm does business. |
E. |
Similarly, Supervised Persons should not agree to provide anything of value that is requested by a client, or other entity with which the firm does business, (such as concert, sporting event or theater tickets,), except that assisting a client or other entity in acquiring tickets for which they intend to pay full value, is permitted under the policy. |
2. |
ENTERTAINMENT POLICY |
A. |
Supervised Persons may engage in normal and customary business entertainment. Entertainment that is extraordinary or extravagant, or that does not pertain to business, is not permitted. |
B. |
Certain rules and regulations enacted by the client or a regulator of the client may exist which prevent any form of gift or entertainment. You must be cognizant of what each client allows, especially pertaining to public funds, where rules may be very stringent by specific. |
C. |
Prior to providing entertainment to a representative of a public entity, contact the CD in order to verify interpretation of state or municipal regulations. |
3. |
STANDARD OF REASONABLENESS |
The terms extraordinary or extravagant, customary in the industry, and normal and customary may be subjective. Reasonableness is a standard that may vary depending on the facts and circumstances. If you have questions regarding a gift or entertainment, contact your Supervisor, or Legal or the CD.
4. |
RECORDS |
Boston Partners must retain records of all gifts and gratuities given or received for a period of three years.
I. |
FOREIGN CORRUPT PRACTICES ACT POLICY |
In addition to Boston Partners internal Code of Ethics, Sales persons soliciting in foreign jurisdictions must be aware of compliance with the Foreign Corrupt Practices Act (FCPA).
Anti- bribery Provisions
The FCPA makes it unlawful to bribe foreign government officials to obtain or retain business.
5 Elements:
1. |
Who: The law applies to any individual, firm, officer, director, employee or agent of a firm and any stockholder acting on behalf of a firm. |
2. |
Corrupt intent: The person making the payment must have a corrupt intent and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer (or firm.) |
3. |
Payment: Money or anything of value. |
4. |
Recipient: Corrupt payments to a foreign official, a foreign political party or party official, or any candidate for foreign political office. Foreign official means any officer or employee of a |
foreign government, a public international organization, or any department or agency thereof or any person acting in an official capacity. |
5. |
Business Purpose Test Payments made in order to assist the firm in obtaining or retaining business. Interpreted broadly. |
Exception:
Payments to facilitate or expedite performance of a routine governmental action. Such as: obtaining permits; licenses; or other official documents; processing governmental papers such as visas; providing police protection; mail pick-up and delivery; providing phone service; power and water supply; loading and unloading cargo; protecting perishable products; scheduling inspections.
Procedures:
Gift giving, entertainment and political contribution policies are incorporated in this policy.
Employees may not make payments on behalf of Boston Partners.
In the case of a request for facilitation or other payment by any foreign official, candidate, organization, agency or government or any person acting on their behalf, payment on behalf of BP requires the review and authorization by both the CFO and CLO.
Violations:
Criminal:
Firms may be fined up to $2,000,000.
Individuals may be fined up to $100,000 and imprisonment up to 5 years.
SEC Enforcement:
Fines up to $500,000.
Subject to civil action.
J. |
CHARITABLE CONTRIBUTIONS POLICY |
From time to time, Boston Partners or its Supervised Persons may be asked by a client to make a charitable contribution. To avoid any real or perceived conflict of interests, Boston Partners has adopted the following procedures.
If a contribution is requested by a client, Boston Partners may agree to charitable contributions subject to the following terms.
a. |
The check must be made in Boston Partners name (not the client or the supervised person) |
b. |
Any tax benefit is taken by Boston Partners |
c. |
The contribution does not directly benefit the client |
d. |
The contribution is not made to satisfy a pledge made by the client |
e. |
The contribution must be made payable to the 501c3 Charitable organization (otherwise, the contribution may be subject to LM-10 filing with the DOL) |
Charitable contributions must be pre-approved by your Supervisor.
K. |
POLITICAL CONTRIBUTIONS POLICY |
From time to time, Boston Partners or its employees may be asked by a client to make political contributions. In addition, Supervised Persons, by their own volition, may seek to make individual political
contributions. As an investment manager, Boston Partners is often eligible to manage money on behalf of a state or municipality. To avoid any real or perceived conflict of interests, Boston Partners requires that all personal political contributions be subject to a preclearance policy.
For the purposes of this policy, political contribution includes a direct payment of money or contribution of goods or services to, purchase of a ticket to and costs of hosting a fundraising event for, a campaign organization, volunteer work, or fund raising work done on behalf of, or to benefit, a political campaign organization or candidate.
Certain contributions, even within your voting jurisdiction, may restrict or prohibit Boston Partners from transacting business with a related public entity. If a Supervised Person exceeds the stated contribution guidelines, Boston Partners is prohibited from providing advisory services for compensation to the effected government entity for two years after the contribution.
1. |
FIRM CONTRIBUTIONS |
Boston Partners does not make political contributions.
2. |
INDIVIDUAL CONTRIBUTIONS |
For all Supervised Persons
a. |
Boston Partners will not reimburse any employee for individual political contributions. In addition, the Boston Partners corporate credit card cannot be used to make contributions. |
b. |
Preclearance is required for all individual contributions to state, municipal and local candidates and campaigns, whether inside or outside your voting jurisdiction. |
c. |
Preapproval is required prior to becoming a member of or contributor to any Political Action Committee (PAC). |
d. |
Preclearance is not required prior to individual personal contributions to national election campaigns, national political parties, or candidates for national office such as president of the US or members of the US Senate or House of Representatives unless the candidate is a current state or municipal office holder. |
e. |
Personal contributions for which preclearance is required will be limited to: |
|
$350 per election per year for candidates for whom a supervised person is eligible to vote. |
|
$150 per election per year for candidate for whom a supervised person is not eligible to vote. |
f. |
Coordinating or soliciting contributions or payments to elected officials or any state or local political party is prohibited. |
g. |
If a supervised person becomes aware that he or she has exceeded the limitations above, he or she shall contact compliance immediately and the contribution may be required to be returned. |
h. |
If there is a chance that an individual contribution may cause a conflict of interest with Boston Partners business, please consult with the CD. |
Political contribution preclearance can be effectuated through Financial Trackings system.
L. |
OUTSIDE BUSINESS ACTIVITIES |
A potential conflict of interest exists between a Supervised Persons duties to Boston Partners and its clients when individuals are permitted to engage in outside business activities.
Written requests must be submitted to the Supervised Persons supervisor with a copy to the CD prior to a Supervised Person seeking to:
|
engage in any outside business activity, or |
|
accept any position as an officer or director of any corporation, organization, association, or mutual fund. |
The written request must contain all of the information necessary to review the activity. The request should contain the name of the organization, whether the organization is public or private, profit or non-profit or charitable, the nature of the business, the capacity in which the employee will serve, an identification of any possible conflicts, the term of the contemplated relationships and any compensation to be received. Investment personnel are prohibited from serving on the boards of directors of publicly traded companies.
The CD, in conjunction with the Supervised Persons supervisor and the Director of Human Resources, will review and/or identify any potential conflicts.
If approved, the CD will provide the Supervised Person with written approval. In addition, if applicable, the CD will ensure that a registered representatives Form U-4 is updated with FINRA. In the event that a resolution to the conflict cannot be reached, the Supervised Person may be asked to terminate either his outside employment or his position with Boston Partners.
Finally, upon employment and annually thereafter, Supervised Persons are required to fill out the New Employee/Annual Compliance Acknowledgement Form and accompanying Conflicts Questionnaire (Questionnaire). The Questionnaire requests information regarding a Supervised Persons outside business activities. The CD will verify items reported on the Questionnaire against written requests received throughout the year.
M. |
REPORTING VIOLATIONS |
All Supervised Persons must report violations of this Code promptly to the CD and the General Counsel. Boston Partners is committed to treating all Supervised Persons in a fair and equitable manner.
Individuals are encouraged to voice concerns regarding any personal or professional issue that may impact their ability or the Boston Partners ability to provide a quality product to its clients while operating under the highest standards of integrity. Retaliation against any individual making such a report is prohibited and constitutes a violation of the Code. Any such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Based on facts and circumstances, the CD may escalate the matter to Boston Partners Management Committee for resolution. Supervised Persons may make use of Boston Partners Global Whistle Blowing Policy.
N. |
ANNUAL REVIEWS AND CERTIFICATIONS |
The CD will review the Code annually and update any provisions and/or attachments which Boston Partners deems require revision.
Upon employment, all Supervised Persons are required to certify that they have:
1. |
Received a copy of the Code; |
2. |
Read and understand all provisions of the Code; and |
3. |
Agreed to comply with all provisions of the Code. |
At the time of any material amendments to this Code, all Supervised Persons are required to:
1. |
Certify they have read and understood the amendments to the Code; and |
2. |
Agree to comply with the amendment and all other provisions of the Code. |
Annually, all Supervised Persons are required to:
1. |
Certify they have read and understand all provisions of the Code; and |
2. |
Agree to comply with all provisions of the Code. |
O. |
SANCTIONS |
Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of its Code of Ethics. Disciplinary sanctions may be imposed on any Supervised Persons committing a violation, including, but not necessarily limited to, censure, suspension, monetary penalties, or termination of employment.
P. |
FURTHER INFORMATION |
Any Supervised Person that has any questions with regard to the applicability of the provisions of this Code, generally or with regard to any attachment referenced herein, should consult Legal or the CD.
Q. |
RECORDKEEPING |
Boston Partners shall maintain the following records at its principal offices as follows:
A. |
This Code and any related procedures, and any code of ethics of Boston Partners that has been in effect during the past five years, shall be maintained in an easily accessible place; |
B. |
A record of any violation of this Code and of any action taken as a result of the violation, to be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs; |
C. |
A copy of each report under this Code made by (or duplicate brokerage statements and/or confirmations for the account of) an Access Person, to be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; |
D. |
A copy of each report by the CCO to the Board, to be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and |
E. |
F. A record of any decision, and the reasons supporting the decision, to approve an acquisition by an Investment Person of securities offered in an Initial Public Offering or in a Limited Offering, to be maintained for at least five years after the end of the fiscal year in which the approval is granted. |
WELLS FARGO ASSET MANAGEMENT CODE OF ETHICS
Effective: 2018
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1
I NTRODUCTION | 3 | |||||||
1. | OVERVIEW | 4 | ||||||
1.1 | Code of Ethics | 4 | ||||||
1.2 | Standards of Business Conduct | 4 | ||||||
1.3 | Applicability of this Code of Ethics | 4 | ||||||
1.4 | Reporting Person Duties | 5 | ||||||
1.5 | Reporting Persons Obligation to Report Violations | 6 | ||||||
1.6 | WFAMs Duties and Responsibilities to Reporting Persons | 7 | ||||||
1.7 | Annual Reports and Certifications | 7 | ||||||
1.8 | Recordkeeping | 8 | ||||||
2. | R EPORTABLE P ERSONAL S ECURITIES T RANSACTIONS | 9 | ||||||
2.1 | Resolving Conflicts of Interest | 9 | ||||||
2.2 | Reporting Reportable Personal Securities Accounts and Transactions | 9 | ||||||
2.3 | New Accounts | 11 | ||||||
2.4 | Confidentiality | 11 | ||||||
2.5 | Trading Restrictions and Prohibitions | 12 | ||||||
2.6 | How to Pre-Clear Reportable Personal Securities Transactions | 17 | ||||||
2.7 | Summary of What You and your Immediate Family Need to Report Quarterly and Pre-Clear | 18 | ||||||
2.8 | Wells Fargo & Co Securities | 19 | ||||||
2.9 | Ban on Short-Term Trading Profits | 20 | ||||||
2.10 | Employee Compensation Related Accounts | 21 | ||||||
3. | C ODE V IOLATIONS | 24 | ||||||
3.1 | Investigating Code Violations | 24 | ||||||
3.2 | Penalties | 24 | ||||||
3.3 | Dismissal and/or Referral to Authorities | 25 | ||||||
3.4 | Exceptions to the Code | 26 | ||||||
A PPENDIX A D EFINITIONS | 27 | |||||||
A PPENDIX B C OMPLIANCE D EPARTMENT S TAFF L IST | 34 | |||||||
A PPENDIX C R EPORTABLE F UNDS | 35 |
2
I NTRODUCTION
This Wells Fargo Asset Management (WFAM) Code of Ethics (the, or this Code) applies to employees, directors, and officers of the following entities, which entities may be referred to collectively herein as WFAM:
1. |
Wells Capital Management Inc., a Securities and Exchange Commission (SEC) registered investment adviser based in San Francisco, California. |
2. |
Wells Capital Management Singapore, an SEC registered investment adviser based in Singapore that is a separately identifiable department of Wells Fargo Bank, N.A. |
3. |
Wells Fargo Asset Management International, an SEC and Financial Conduct Authority (FCA) registered investment adviser based in London, England. |
4. |
ECM Asset Management Ltd., an SEC and FCA registered investment adviser based in London, England. |
5. |
Analytic Investors LLC, an SEC registered investment adviser based in Los Angeles, California. |
6. |
Wells Fargo Funds Management LLC (WFFM), an SEC registered investment adviser that is a wholly owned subsidiary of Wells Fargo & Company primarily based in San Francisco, California. |
7. |
Wells Fargo Funds Distributor LLC (the Distributor or WFFD), a limited purpose broker-dealer, registered with and regulated by Financial Industry Regulatory Authority (FINRA) and the SEC that is a wholly owned subsidiary of Wells Fargo & Company (WFC or Wells Fargo & Co.) primarily based in San Francisco, California. |
8. |
Wells Fargo Asset Management Luxembourg S.A. (WFAML) is a Luxembourg management company authorized by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) pursuant to chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment, as may be amended from time to time (Law of 2010), managing Undertakings for Collective Investment in Transferable Securities (UCITS) governed by Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as may be amended from time to time (UCITS Directive). |
Non-WFAM entities that are affiliated persons of WFAM, as defined in the Investment Company Act of 1940 (the 1940 Act) may be referred to collectively herein as Non-WFAM Entities.
3
1. |
OVERVIEW |
1.2 |
Standards of Business Conduct |
Reporting Persons must always observe the highest standards of business conduct and follow all applicable laws and regulations. Reporting Persons may never:
● |
Use any device, scheme or artifice to defraud a client; |
● |
Make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact; |
● |
Engage in any act, practice or course of business that would defraud or deceive a client; |
● |
Engage in any manipulative practice with respect to a client; |
● |
Engage in any inappropriate trading practices, including price manipulation; or |
● |
Engage in any transaction or series of transactions that may give the appearance of impropriety. |
This Code does not attempt to identify all possible fraudulent, manipulative or improper practices or transactions, and literal compliance with each of its specific provisions will not shield Reporting Persons from liability for personal trading or other conduct that violates a fiduciary duty to clients.
1.3 |
Applicability of this Code of Ethics |
Reporting Persons are subject to all provisions of this Code, except for Section 2.5.B. Investment Professionals are subject to all provisions of this Code, including Section 2.5.B. Please refer to Appendix A for the definitions of these terms. If you have any questions regarding whether you are a Reporting Person or an Investment Professional, please contact the Code
4
Manager or Code Team. Compliance maintains a shared mailbox (COE@wellsfargo.com) for requests, assistance, and ad-hoc issues.
Important Note: All references to Reporting Persons and Investment Professionals in the guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members (as defined in Appendix A) of such persons. You or your should be interpreted to refer, as the context requires, to Reporting Persons or Investment Professionals and/or the Immediate Family Members of such persons.
1.4 Reporting Person Duties
As a Reporting Person, you are expected to: |
See Appendix B for Relevant Compliance Department Staff list. |
● |
Be ethical; |
● |
Act professionally; |
● |
Exercise independent judgment; |
● |
Comply with all applicable Federal Securities Laws; |
● |
Avoid, mitigate or appropriately resolve conflicts of interest, and situations which create the perception of a conflict of interest. A conflict of interest exists when financial or other incentives motivate a Reporting Person to place their or Wells Fargos interest ahead of a WFAM client. For more information on conflicts of interest, see the Wells Fargo Conflicts of Interest Policy and Section 2.1 of this Code; |
● |
Promptly report violations or suspected violations of the Code and/or any WFAM compliance policy to the relevant CCO or WFAM Compliance Department; and |
● |
Cooperate fully, honestly and in a timely manner with any relevant CCO or WFAM Compliance Department investigation or inquiry. |
Reporting Persons are required to submit all requests and reports to the Code Team via the appropriate transaction monitoring system (TMS).
● |
For Reporting Persons other than employees of WFFM/WFFD, the TMS is FIS Protegent PTA; and |
● |
For Reporting Persons who are employees of WFFM/WFFD, the TMS is Star Compliance . |
In addition to these TMSs, Reporting Persons can utilize the shared Compliance mailbox (COE@wellsfargo.com) for requests, assistance and ad-hoc issues.
Training for each TMS will be provided to Reporting Persons by the Code Team.
5
All Reporting Persons, as a condition of employment, must acknowledge in writing (or electronically) receipt of this Code and certify, within 30 calendar days of becoming subject to the Code and annually thereafter, that they have read, understand, and will comply with the WFAM Code. Violations of the Code may result in disciplinary actions, including disgorgement, fines and even termination, as determined by the Code Manager and/or senior management.
In addition to this Code, Reporting Persons must comply with separate personal conduct policies (located on WFAM Connect) regarding the following:
● |
Outside Business Activities; |
● |
Insider Information/Material Non-Public Information; |
● |
Gifts and Entertainment; and |
● |
Political Contributions and Solicitation of Contributions and Payments. |
All Reporting Persons must also comply with policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Code of Ethics and Business Conduct located on Teamworks.
The Code and your fiduciary obligations generally require you to put the interests of WFAM clients ahead of your own. The Code Manager and/or any relevant CCO may review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety.
1.5 |
Reporting Persons Obligation to Report Violations |
Reporting Persons are expected to report any concerns regarding ethical business conduct, suspected or actual violations of the Code, or any non-compliance with applicable laws, rules, or regulations to the Code Manager or to a member of the WFAM Compliance Department. Reporting Persons may instead contact the Ethics Line (800-382-7250 or https://www.reportlineweb.com/wfelreport ) where a report can be made anonymously. Reports will be treated confidentially to the extent reasonably possible and will be investigated promptly and appropriately. No retaliation may be taken against a Reporting Person for providing information in good faith about such violations or concerns.
Examples of violations or concerns that Reporting Persons are expected to report include, but are not limited to:
● |
Fraud or illegal acts involving any aspect of our business; |
● |
Concerns about accounting, auditing, or internal accounting control matters; |
● |
Material misstatements in reports; |
6
● |
Any activity that is prohibited by the Code; and |
● |
Deviations from required controls and procedures that safeguard clients, WFAM, and Wells Fargo. |
1.6 |
WFAMs Duties and Responsibilities to Reporting Persons |
To help Reporting Persons comply with this Code, the Code Manager will:
● |
Identify and maintain current listings of Reporting Persons and Investment Professionals; |
● |
Notify Reporting Persons and Investment Professionals in writing of their status as such and the Code requirements; |
● |
Make a copy of the Code available and require initial and annual certifications that Reporting Persons have read, understand, and will comply with the Code; |
● |
Make available a revised copy of the Code if there are any amendments to it (and, to the extent possible, prior to their effectiveness) and require Reporting Persons to certify in writing (or electronically) receipt, understanding, and compliance with the revised Code; |
● |
Periodically compare reported Reportable Personal Securities Transactions with portfolio transaction reports of the WFAM Accounts. Before WFAM determines if a Reporting Person has violated the Code on the basis of this comparison, the Code Team will give the Reporting Person an opportunity to provide an explanation; |
● |
From time to time, provide training sessions to facilitate compliance with and understanding of the Code and keep records of such sessions and the Reporting Persons in attendance; and |
● |
Review the Code at least once a year to assess its adequacy and effectiveness. |
1.7 |
Annual Reports and Certifications |
No less frequently than annually, the relevant CCO or his or her designee shall submit to the Wells Fargo Funds and the Wells Fargo Funds Distributor Boards of Trustees (collectively, the Boards) a written report on behalf of the Covered Companies:
● |
Describing any issues arising under the Code relating to the particular Covered Company since the last report to the Boards, including, but not limited to, information about material |
7
violations of or waivers from the Code and any sanctions imposed in response to material violations, and |
● |
Certifying that the Code contains procedures reasonably necessary to prevent Reporting Persons from violating it. |
1.8 |
Recordkeeping |
This Code, a record of each violation of the Code and any action taken as a result of the violation, a copy of each report and certification/acknowledgment made by a Reporting Person pursuant to the Code, lists of all persons required to make and/or review reports under the Code, and a copy of any pre-clearance given or requested pursuant to Section 3 of the Code shall be preserved with the applicable Covered Companys records, as appropriate, for the periods and in the manner required by the rules noted in Section 1.1 above.. To the extent appropriate and permissible, these records may be kept electronically.
8
2. |
R EPORTABLE P ERSONAL S ECURITIES T RANSACTIONS |
2.1 |
Resolving Conflicts of Interest |
When engaging in Reportable Personal Securities Transactions, there might be conflicts between the interests of a WFAM client or a WFAM Account and a Reporting Persons personal interests. Any conflicts that arise in connection with such Reportable Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit the Reporting Person or adversely affect WFAM clients or WFAM Accounts. Reporting Persons shall always place the financial interests of the WFAM clients and WFAM Accounts before personal financial and business interests.
Examples of inappropriate resolutions of conflicts are:
● |
Taking an investment opportunity away from a WFAM Account to benefit a portfolio or personal account in which a Reporting Person has Beneficial Ownership; |
● |
Using your position to take advantage of available investments for yourself; |
● |
Front running a WFAM Account by trading in Securities (or Equivalent Securities) ahead of the WFAM Account; |
● |
Taking advantage of information or using WFAM Account portfolio assets to affect the market in a way that personally benefits you or a portfolio or personal account in which you have Beneficial Ownership; and |
● |
Engaging in any other behavior determined by the CCO to be, or to have the appearance of, an inappropriate resolution of a conflict. |
2.2 |
Reporting Reportable Personal Securities Accounts and Transactions |
Reporting Persons must report all Reportable Personal Securities Accounts (see definitions in Appendix A) to the Code Team via the applicable TMS (see Section 1.4) along with the Reportable Personal Securities holdings and transactions of Reportable Personal Securities Transactions in those accounts. Reportable Personal Securities Accounts include accounts of Immediate Family Members and accounts in which a Reporting Person is a Beneficial Owner. There are three types of reports: (1) an initial holdings report that is filed upon becoming a Reporting Person or establishing any Reportable Personal Securities Account, (2) a quarterly transaction report, and (3) an annual holdings report.
Each broker-dealer, bank, or fund company, where a Reporting Person has a Reportable Personal Securities Account will receive a request for the WFAM Compliance Department to receive copies of all account statements and confirmations from such accounts. The Code Team will make this request after the accounts are reported via the TMS. All accounts that have the ability to hold
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Reportable Securities must be included even if the account does not have holdings of Securities at the time of reporting.
1. |
Initial Holdings Report. Within 10 business days of becoming a Reporting Person: |
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All Reportable Personal Securities Accounts and Managed Accounts, including broker name and account number information must be reported by each Reporting Person to the Code of Team via the TMS. |
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A recent statement (electronic or paper) for each Reportable Personal Securities Account and Managed Account must be submitted by each Reporting Person to the Code Team. |
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All holdings of Reportable Securities in Reportable Personal Securities Accounts and Managed Accounts must be inputted by each Reporting Person into an Initial Holdings Report via the applicable TMS. The information in the report must be current as of a date no more than 45 calendar days prior to the date of becoming a Reporting Person. |
2. |
Quarterly Transactions Reports. Within 30 calendar days of each calendar quarter end: |
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Each Reporting Person must supply to the Code Team a report via the TMS showing all Reportable Securities trades made in the Reporting Persons Reportable Personal Securities Accounts during the quarter. A request for this report will be generated by the TMS with notification of due dates sent to Reporting Persons via email and a report must be submitted by each Reporting Person even if there were not any Reportable Securities trades transacted during the quarter. |
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Each Reporting Person must certify as to the correctness and completeness of this report. |
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This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday. |
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Managed Accounts are not subject to the quarterly transactions reports requirement. |
3. |
Annual Holdings Reports. Within 30 calendar days of each calendar year end: |
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All holdings of Reportable Securities in all Reportable Personal Securities Accounts must be reported by each Reporting Person to the Code Team via the TMS. The information in the report must be current as of a date no more than 45 calendar days prior to when you submit the report. |
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Each Reporting Person must certify as to the correctness and completeness of this report. |
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This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday. |
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Managed Accounts are not subject to the annual holdings report requirement. |
Any report under this Section may contain a statement that the report shall not be construed as an admission by the Reporting Person making such a report that he or she has any direct or indirect Beneficial Ownership in the Reportable Securities to which the report relates.
2.3 |
New Accounts |
Each Reporting Person must submit a request for pre-approval of a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) to the Code Team within 10 business days of receiving the account number or prior to executing a transaction requiring pre-clearance, whichever occurs first. In addition, pursuant to FINRA Rule 3210, all Reporting Persons that are employees of WFFD (including those accounts where Reporting Persons have a beneficial interest) must obtain approval from WFFD Compliance when opening a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) at another broker dealer. This FINRA rule does not apply to the following types of accounts:
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Accounts that exclusively hold unit investment trusts; |
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Accounts that exclusively hold municipal fund securities; |
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Qualified tuition programs (529 accounts); and |
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Non-Reportable Accounts and accounts that exclusively hold non-reportable securities. |
2.4 |
Confidentiality |
WFAM will use reasonable efforts to ensure that the reports submitted to the Code Team as required by this Code are kept confidential. Reports required to be submitted pursuant to the Code will be selectively reviewed by members of the Code Team and possibly senior executives or legal counsel on a periodic basis to seek to identify improper trading activity or patterns of trading and to otherwise seek to verify compliance with this Code. Data and information may be provided to Reportable Fund officers and trustees, and will be provided to government authorities upon request or others if required to do so by law or court order.
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2.5 |
Trading Restrictions and Prohibitions |
A. |
Reporting Persons. All Reporting Persons(including Investment Professionals) and their Immediate Family Members must comply with the following trading restrictions and prohibitions: |
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All Reporting Persons must pre-clear transactions of certain Reportable Securities in Reportable Personal Security Accounts, (including those of Immediate Family Members and accounts for which the Reporting Person is a Beneficial Owner) as described in the table that follows in Section 2.7. |
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60 -Day Holding Period for Reportable Fund Shares (open-end and closed-end) |
Except as noted below, Reporting Persons are required to hold shares of most of the Reportable Funds for at least 60 days. This restriction applies without regard to tax lot considerations. Reporting Persons are prohibited from selling any Reportable Fund shares for 60 days from the date of the most recent purchase. If it is necessary to sell Reportable Fund shares before the 60-day holding period has passed, Reporting Persons must obtain advance written approval from the CCO or the Code Manager. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans. The 60-day holding period does not apply to the Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds. |
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IPOs, Private Placements and Initial Coin Offerings |
Reporting Persons are generally prohibited from purchasing shares in an IPO (an Initial Public Offering (as defined in Appendix A). Reporting Persons must get written approval from the Code Manager before acquiring shares in an IPO, or selling shares that were acquired in an IPO prior to becoming a Reporting Person. Reporting Persons may, subject to pre-clearance requirements, purchase shares in a Private Placement or acquire virtual coins or tokens in an Initial Coin Offering (ICO) that is conducted as a Private Placement as long as the position will be less than a 10% voting interest in the issuer, or 10% of the ICO, and is otherwise permitted under the Policy on Directorships and Other Outside Employment as set forth in the Wells Fargo Code of Ethics and Business Conduct . |
Reporting Persons who have been pre-cleared to purchase shares in a Private Placement or acquire virtual coins or tokens in a private placement that is an ICO must disclose that investment to the Code Team when they are involved in the subsequent |
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consideration of an investment in the issuer, coins or tokens by WFAM for a client, and WFAMs decision to purchase such Reportable Securities must be independently reviewed by Reporting Persons with no personal interest in the issuer, coins or tokens. To obtain pre-approval please complete the Private Securities Transaction Request Form in the applicable TMS noted in Section 1.4. |
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WFC Derivatives |
Reporting Persons must comply with the policies outlined in the Wells Fargo Code of Ethics and Business Conduct which states, You may not invest or engage in derivative or hedging transactions involving Securities issued by Wells Fargo & Co, including but not limited to options contracts (other than employee stock options), puts, calls, short sales, futures contracts, or other similar transactions regardless of whether you have material inside information. |
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Exchange Traded Funds (ETFs) |
All Reporting Persons must disclose and report all holdings in ETFs. However, purchases or sales of ETFs that follow the following broad based indices do not require pre-clearance: Dow Jones Industrial Average, NASDAQ 100, Russell 2000, Russell 3000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien Index (DAX 30), S&P/TSX 60, Wilshire 5000 and Nikkei 225. ETFs that do not follow these indices must be pre-cleared. |
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Wells Fargo Closed-End Funds |
Reporting Persons may not participate in a tender offer made by a closed-end Wells Fargo Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such closed-end Wells Fargo Fund. |
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No Reporting Person may purchase or sell shares of any closed-end Wells Fargo Fund within 60 days of the later of: |
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The initial closing of the issuance of shares of such fund; or |
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The final closing of the issuance of shares in connection with an overallotment option. |
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Reporting Persons may purchase or sell shares of closed-end Wells Fargo Funds only during the 10-day period following the release of dividend announcements to the public for such fund, which typically occurs on or about the first of the month. Certain Reporting Persons, who shall be notified by the Legal |
13
Department, are required to make filings with the SEC in connection with their purchases and sales of shares of closed-end Wells Fargo Funds. |
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Investment Clubs |
Reporting Persons may not participate in the activities of an Investment Club without the prior approval from the Code Team. Remember that guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members. Transactions for an Investment Club would need to be pre-cleared and reported as applicable. |
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Personal Transactions |
Reporting Persons are prohibited from executing or processing through a Covered Companys direct access software (TA2000 or any other similar software): |
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Reporting Persons own personal transactions; |
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Transactions for Immediate Family Members; or |
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Transactions for accounts of other persons for which the Reporting Person or his/her Immediate Family Member have been given investment discretion. |
This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealers software. The foregoing also does not prohibit you from executing or processing transactions in WFC Securities granted to you as compensation through an online program designated by WFC for such purpose. |
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Attempts to Manipulate the Market |
Reporting Persons must not execute any transactions intended to raise, lower, or maintain the price of any Reportable Security or to create a false appearance of active trading. |
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Excessive Trading |
Excessive Trading in Reportable Personal Securities Accounts is strongly discouraged and Reportable Personal Securities Accounts will be monitored by the Code Team for Excessive Trading activity and may be reported to the relevant CCO. Additional restrictions may be imposed by the Code Team if Excessive Trading is noted in a Reportable Personal Securities Account. |
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Currency Accounts (including Cryptocurrencies) |
Reporting Persons do not need to report accounts established to hold foreign currency or cryptocurrencies, provided no Reportable Securities can be held in the account. |
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Volcker Rule |
The Volcker Rule is a section of the Dodd-Frank Wall Street Reform and Consumer |
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Protection Act that with certain exceptions, (i) prohibits banks and their affiliates from engaging in proprietary trading, and (ii) prohibits banks and their affiliates from investing in or sponsoring hedge funds and private equity funds (i.e., funds that are exempt from registration under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act), also known as Covered Funds. Many foreign funds are also considered Covered Funds under the Volcker Rule. The Volcker Rule contains a number of exemptions and exclusions from the general prohibitions on proprietary trading and sponsoring and investing in Covered Funds. One such exemption is known as the Asset Management Exemption. Wells Fargo may sponsor a Covered Fund pursuant to the Asset Management Exemption so long as it meets certain conditions. One of the conditions is that no Reporting Person or director may acquire or retain an ownership interest in a Covered Fund, unless such Reporting Person or director acquired the ownership interest while directly engaged in providing investment advisory, commodity trading advisory or other services to the Covered Fund. These other services include providing investment advice or investment management services to the fund, and providing such services that enable the provision of investment advice or investment management, including but not limited to: |
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Oversight and risk management; |
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Deal origination; |
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Due Diligence; or |
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Administrative or other support services. |
Additionally, any permissible investments cannot be financed by Wells Fargo. Reporting Persons are responsible for not investing in a Covered Fund, except when permitted under the conditions applicable to the Asset Management Exemption. The investors in a Covered Fund will be periodically checked to confirm no impermissible Reporting Persons ownership exists. Reporting Persons looking to make a purchase (initial or subsequent) in a Covered Fund must obtain pre-approval from the Code Team before making the transaction. Please consult your TMS request form for Private Placements for additional guidance. |
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B. |
Investment Professionals. All Investment Professionals and their Immediate Family Members must comply with the following additional trading restrictions and prohibitions: |
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Investment Professionals trades are subject to a 15 -day blackout restriction : |
There is a 15-day blackout on inappropriate purchases or sales of Reportable Securities bought or sold by a WFAM Account. This means that purchases and sales of a Reportable Security (or Equivalent Reportable Security) (blackout security) during the 7-day periods immediately preceding and immediately following the date the WFAM Account trades in the blackout security (blackout window) are subject to review by the Code Team in order to determine if the purchase or sale is inappropriate. In such review, any Reportable Personal Securities Transactions in a blackout security during a blackout window will be evaluated and investigated by the Code Team based on each situation. This will include a review of the Investment Professionals role within WFAM and his or her reason(s) for buying or selling. Penalties on trades determined to have been inappropriate may range from no action to potential disgorgement of profits or payment of avoided losses (see Section 3 for Code violations and penalties) or more serious penalties. A blackout security that is inappropriately purchased during a blackout window may be subject to mandatory divestment. Similarly, inappropriate sales of a blackout security during a blackout window may subject the Investment Professional to penalties.
In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; penalties may include a requirement that disgorged profits be donated to charity, with no tax deduction claimed by the Investment Professional. In the case of a sale, penalties may include a requirement that an amount equal to the avoided loss be donated to charity, with no tax deduction claimed by the Investment Professional.
For example, if a WFAM Account trades in a blackout security on July 7, July 15 (the 8th day following the trade date) would be the 1st day Investment Professionals may engage in a Reportable Personal Securities Transaction involving that blackout security. Any purchases and sales in the blackout security made on or after June 30 through July 14, even if pre-cleared, could be subject to mandatory divestment and/or penalties.
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Purchases and sales in the security made on or before June 29 (the 8th day before the trade date) would not be within the blackout window.
The Code Team has full discretion to determine whether any purchase or sale of a blackout security during a blackout window is inappropriate based on each situation.
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Investment Professionals who are Research Analysts may not trade personally any Reportable Security that they cover until 2 business days after the publication of a research note. |
2.6 |
How to Pre-Clear Reportable Personal Securities Transactions |
Reporting Persons must follow the steps below to pre-clear trades for themselves and their Immediate Family Members:
1. Request Authorization. A request for authorization of a transaction that requires pre-clearance must be entered using the applicable TMS (see Section 1.4). Email requests submitted to the respective mailbox noted in Appendix B will only be processed for those Reporting Persons who are on formal leave of absence or on paid time off (PTO). Reporting Persons may only request pre-clearance for market orders or same day limit orders. Verbal pre-clearance requests are not permitted.
2. Have The Request Reviewed and Approved . After receiving the electronic request, the TMS will notify Reporting Persons if the trade has been approved or denied. For Reporting Persons on leave of absence or PTO, email responses will be sent with the approval or denial.
3. Trading in Foreign Markets. A request for pre-clearance of a transaction in a local foreign market that has already closed for the day may be granted with authorization to trade on the following day because of time considerations. Approval will only be valid for that following trading day in that local foreign market.
4. Approval of Transactions
● The Request May be Refused. The Code Manager may refuse to authorize a Reporting Persons Reportable Personal Securities Transaction and need not give an explanation for the refusal. Reasons for refusing your Reportable Personal Securities Transactions may be confidential.
● Authorizations Expire. Any transaction authorization is effective until the close of business of the same trading day for which the authorization is granted (unless the authorization is revoked earlier). If the order for the transaction is not |
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Remember! Dont place an order with your broker until you receive approval to make the trade.
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executed within that period, you must obtain a new advance authorization before placing a new transaction order. |
2.7 |
Summary of What Reporting Persons and their Immediate Family Need to Report Quarterly and Pre-Clear |
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The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must pre-clear when executing a trade . If you have questions about any types of Securities not shown below, please contact the Code Team per instructions located in Appendix B.
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Report? | Pre-Clear? | ||
Securities Purchased through automatic transactions in Automatic Investment Plans
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No | No | ||
Open-End Investment Companies that are not Reportable Funds
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No | No | ||
Receipt of unvested grants of WFC stock options, unvested restricted shares and other Securities awarded in WFC employee compensation plans
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No | No | ||
Bankers Acceptances, bank certificates of deposit, commercial paper & High Quality Short-Term Debt Instruments, including repurchase agreements
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No | No | ||
529 Plans
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No | No | ||
Non-WFC 401(k) plans that do not and cannot hold Reportable Funds or Reportable Securities
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No | No | ||
Transactions in Managed Accounts
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No | No | ||
Cryptocurrencies (e.g., Bitcoin)
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No | No | ||
Reportable Securities purchased through Automated Investment Plans
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Yes | No | ||
Vesting of WFC options in employee compensation plans or WFC restricted shares
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Yes | No | ||
Gifting Reportable Securities to any account outside your Reportable Securities account
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Yes | Yes | ||
Receipt of Reportable Securities as a gift
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Yes | No | ||
Tender Offers
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Yes | Yes |
2.8 |
Wells Fargo & Co. Securities |
Reporting Persons are prohibited from engaging in any transaction in Wells Fargo & Co. securities that is not in compliance with applicable requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading Avoid Conflicts of InterestPersonal Trading and InvestmentDerivative and Hedging Transactions in Securities
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Issued by Wells Fargo as may be amended from time to time. A copy of this policy is available on the Wells Fargo & Co. website at: http://portal.teamworks.wellsfargo.com/1/Ethics/Pages/COE.aspx
2.9 |
Ban on Short-Term Trading Profits |
There is a ban on short-term trading profits. Reporting Persons are not permitted to buy and sell, or sell and buy, the same pre-clearable Reportable Security (or Equivalent Security) within 60 calendar days and make a profit; this will be considered short-term trading.
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This prohibition applies without regard to tax lot. |
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Short sales are subject to the 60-day profit ban. |
If a Reporting Person makes a profit on an involuntary call of an option, those profits are excluded from this ban; however, buying and selling options within 60 calendar days resulting in profits is prohibited. Settlement/expiration date on the opening option transaction must be at least 60 days out.
Sales or purchases made at the original purchase or sale price or at a loss are not prohibited during the 60 calendar day profit holding period.
Reporting Persons may be required to disgorge any profits the Reporting Person makes from any sale before the 60-day period expires.
The ban on short-term trading profits does not apply to transactions that involve:
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Reportable Securities not requiring pre-clearance (e.g., open-end investment companies that are not Reportable Funds, although they typically impose their own restrictions on short-term trading); |
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Same-day sales of Reportable Securities acquired through the exercise of employee stock options or other WFC Securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding; |
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Commodities, futures (including currency futures), options on futures and options on currencies; |
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Automated purchases and sales that were done as part of an Automatic Investment Plan. However, any self-directed purchases or sales outside the pre-set schedule or allocation of the Automatic Investment Plan, or other changes to the pre-set schedule or allocation of the Automatic Investment Plan, within a 60-day period, are subject to the 60-day ban on short term profit; or |
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Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds. |
2.10 |
Employee Compensation Related Accounts |
1. |
401(k) Plans |
Initial Holding Report: Completed in the TMS
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Reporting Persons who have an established Wells Fargo 401(k) plan with a non-zero balance are required to report their 401(k) balances in Reportable Funds or Reportable Securities as part of the Initial Holdings Reporting process. |
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401(k) Plans that are external to Wells Fargo are required to be reported if, regardless of the balance, the plan is capable of holding Reportable Funds or Reportable Securities. |
Quarterly Transaction Report: Completed in the TMS
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Reporting Persons are required to report self-directed transactions in Reportable Funds or Reportable Securities in Wells Fargo 401(k) plans that occurred outside of the previously reported investment allocations. This reporting may be made on behalf of the Reporting Person by the 401(k) plan administration area to the WFAM Compliance Department. |
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Reporting Persons are required to report transactions in Reportable Funds or Reportable Securities in 401(k) plans held outside of Wells Fargo. |
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Reporting Persons are not required to report bi-weekly payroll contributions, periodic company matches, or profit sharing contributions. |
Annual Holdings Report: Completed in the TMS
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Reporting Persons are required to update their holdings in Wells Fargo 401(k) plans in their Annual Holdings Report. This update may be made on behalf of the Reporting Person by the 401(k) plan administration area to the WFAM Department. |
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If an external 401(k) account holds Reportable Funds or Reportable Securities, Reporting Persons are required to update these holdings in their Annual Holdings Report. |
2. |
Wells Fargo Employee Stock Options & Vested Stock Awards |
Initial Holdings Report:
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Reporting Persons are not required to report the grant or vesting of WFC restricted share rights in the Initial Holdings Report. |
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● |
Following the delivery of an Initial Holding Report, when Reporting Persons restricted share rights in WFC stock awarded under the Reporting Persons Long Term Incentive Compensation Plan (LTICP) vest and shares of WFC stock are thereupon delivered to a brokerage account, including the shareowner services account, Reporting Persons are required to report the account holding such shares of WFC stock as a new Reportable Personal Securities Account within the time period specified in Section 2.2, if such account was not previously reported. |
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Reporting Persons are required to report subsequent vested, restricted share rights and shares delivered to any such Reportable Personal Securities Account, including a shareowner services account. |
Quarterly Transaction Report:
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All Reporting Person-directed transactions in LTICP holdings are reportable on the Quarterly Transaction Report, i.e., exercising of WFC options. |
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The exercise of employee stock options is a reportable transaction. |
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Reporting Persons are required to report shares of WFC stock delivered to any Reportable Personal Security Accounts, including a shareowner services account upon vesting of restricted share rights, in Quarterly Transaction Reports, and any prior or subsequent transactions in WFC stock during the reporting period. |
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Reporting Person are not otherwise required to report the grant or vesting of WFC restricted share rights or the vesting of WFC employee stock options. |
Annual Holdings Report:
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Reporting Persons are required to report shares of WFC stock delivered upon vesting or restricted share rights and held in Reportable Personal Security Accounts, such as a shareowner services account. |
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Reporting Persons are not required to report holdings of restricted share rights or employee stock options in LTICP. |
Pre-Clearance:
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Pre-clearance is not required prior to the sale of LTICP restricted shares. |
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The exercise of stock options from LTICP is not pre-clearable in the TMS; however, Reporting Persons are requested to inform the Code Team via an email to COE@wellsfargo.com of the transaction details, as exercising of the options will create an alert in the TMS. |
3. |
Wells Fargo Employee Stock Purchase Plan (ESPP) |
Initial Holdings Report:
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● |
An ESPP is a Reportable Personal Securities Account and must be included in a Reporting Persons Initial Holding Report. |
Quarterly Transaction Report:
● |
Sales of shares acquired under an ESPP are reportable on the Quarterly Transaction Report. |
Annual Holdings Report:
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Reporting Persons are required to update holdings within ESPP accounts in the Annual Holdings Report. |
Pre-Clearance:
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Transactions in an ESPP (WFC stock) do not require pre-clearance. |
4. |
Wells Fargo Health Savings Account (HSA) |
Initial Holdings Report:
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Wells Fargo HSAs are reportable when the balance reaches the threshold that allows the Reporting Person to invest in Reportable Funds. |
Quarterly Transaction Report:
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Sales of shares of Reportable Funds within a Reporting Persons HSA are reportable on the Quarterly Transaction Report. |
Annual Holdings Report:
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Reporting Persons are required to update holdings of balances invested in Reportable Funds within a Reporting Persons HSA in the Annual Holdings Report. |
Pre-Clearance:
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Transactions in an HSA account do not require pre-clearance. |
5. |
Wells Fargo Deferred Compensation Plans |
Wells Fargo Deferred Compensation Plans are not reportable accounts.
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3. |
C ODE V IOLATIONS |
3.1 |
Investigating Code Violations |
The Code Manager or designee is responsible for investigating any suspected violation of the Code. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. Reporting Persons are expected to respond to Code Manager inquiries promptly. The Code Manager is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code. The Code Manager will report the results of each investigation to the CCO, as well as the WFAM Ethics Committee. Violations of the Code may also be reported to the Reporting Persons supervisor and human resources as well.
3.2 |
Penalties |
The Code Manager is responsible for deciding whether a violation is minor, substantive or serious. In determining the seriousness of a violation of this Code, the Code Manager will consider the following factors, among others and will escalate as needed to the WFAM CCO:
● |
The degree of willfulness of the violation; |
● |
The severity of the violation; |
● |
The extent, if any, to which a Reporting Person profited or benefited from the violation; |
● |
The adverse effect, if any, of the violation on a Covered Company or a WFAM Account; and |
● |
The Reporting Persons history of prior violation(s) of the Code. |
For purposes of imposing sanctions, violations generally will be counted on a rolling 24 month period. However, the Code Manager (in consultation with the CCO) reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than 24 months.
Any serious offense as described below will be reported to the Wells Fargo Fund Board. All minor and substantive violations will be reported to the Board at least annually. Penalties will be imposed as follows:
Minor Offenses:
● |
First minor offense 1st Written Notice. |
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Second minor offense 2nd Written Notice. |
● |
Third minor offense 10 Business Day ban on all personal trading, fine, disgorgement and/or other action. |
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Minor offenses may include, but are not limited to, the following: failure to timely submit quarterly transaction reports, failure to timely complete assigned training, failure to submit signed acknowledgments of Code forms and certifications, excessive (i.e., more than three) late submissions of such documents, and conflicting pre-clear request dates versus actual trade dates or other pre-clearance request errors, or Reportable Securities not covered by the blackout period.
Substantive Offenses:
● |
First substantive offense Written notice, fine, disgorgement and/or other action. |
● |
Second substantive offense 30 Business Day ban on all personal trading, fine, disgorgement and/or other action. |
● |
Third substantive offense 45 Business Day ban on all personal trading, fine, disgorgement and/or other action. |
Substantive offenses may include, but are not limited to, the following: unauthorized purchase/sale of Securities as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request pre-clearance of transactions as required by the Code, failure to timely report a reportable brokerage account, and violations of the 15-day blackout period. Other actions that may be taken in response to a substantive offense may include termination of employment and/or referral to authorities, depending on the seriousness of the offense.
Serious Offenses:
Engaging in insider trading or related illegal and prohibited activities such as front running and scalping, is considered a serious offense. We will take appropriate steps, which may include fines, termination of employment and/or referral to governmental authorities for prosecution. The CCO and WFAM Ethics Committee will be informed immediately of any serious offenses.
Exceptions:
The Code Team may deviate from the penalties listed in the Code where the CCO and/or WFAM Ethics Committee determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. For example, a first substantive offense may warrant a more severe penalty if it follows two minor offenses. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and/or maintained in the Code files.
3.3 |
Dismissal and/or Referral to Authorities |
Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the Code Manager, the CCO, the WFAM Ethics Committee and/or
25
senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.
3.4 |
Exceptions to the Code |
The Code Manager is responsible for enforcing the Code. The CCO or Code Manager (or his or her designee) may grant certain exceptions to the Code, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or Code Manager (or his or her designee) may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.
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A PPENDIX A
D EFINITIONS
General Note:
The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and applicable other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.
Automatic Investment Plan | A program that allows a person to purchase or sell Reportable Securities, automatically and on a regular basis in accordance with a pre-determined schedule and allocation, without any further action by the person. An Automatic Investment Plan includes a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer-sponsored plan. | |
Beneficial Owner | You are the beneficial owner of any Reportable Securities in which you have a direct or indirect Financial or Pecuniary Interest, whether or not you have the power to buy and sell, or to vote, the securities. | |
In addition, you are the beneficial owner of Reportable Securities in which an Immediate Family Member has a direct or indirect Financial or Pecuniary Interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the Reportable Securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries. | ||
You are also the beneficial owner of Reportable Securities in any account, including but not limited to those of relatives, friends and entities in which you have a non-controlling interest or over which you or an Immediate Family Member exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company or any other affiliate of Wells Fargo & Co.. |
27
Control | The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a companys outstanding voting securities is presumed to give you control over the company. (See Section 2(a) (9) of the 1940 Act for a complete definition.) | |
Covered Companies | Wells Fargo Funds Management, LLC, Wells Fargo Funds Distributor, LLC, Wells Capital Management Inc., Wells Capital Management Singapore, Wells Fargo Asset Management International, ECM Asset Management Ltd., Wells Fargo Asset Management Luxembourg (WFAML) and Analytic Investors, LLC. | |
Equivalent Security | Any Reportable Security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds. | |
Excessive Trading | A high number of transactions by any Reporting Person during any month could be considered by the Code Team, in its sole discretion, to be Excessive Trading. The Compliance Department may report any Excessive Trading to WFAMs CCO and/or senior management. | |
Federal Securities Laws | The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78amm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. |
28
Financial or Pecuniary Interest | The opportunity for you or your Immediate Family Member, directly, or indirectly, to profit or share in any profit derived from a transaction in the subject Reportable Securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of Reportable Securities to reach the substance of a particular arrangement. You not only have a Financial or Pecuniary Interest in Reportable Securities held by you for your own benefit, but also Reportable Securities held (regardless of whether or how they are registered) by others for your benefit, such as Reportable Securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any interest in any Reportable Security owned by an entity directly or indirectly controlled by you, which may include corporations, partnerships, limited liability companies, trusts and other types of legal entities. You or your Immediate Family Member likely have a Financial or Pecuniary Interest in: | |
● Your accounts or the accounts of Immediate Family Members; |
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● A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member; |
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● A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or |
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● A trust, if you or an Immediate Family Member is a beneficiary. |
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High Quality Short-Term Debt Instrument | Any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization such as Moodys Investors Service. | |
Immediate Family Member | Any of the following persons, including any such relations through adoption, who reside in the same household with you: |
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● spouse |
● grandparent |
● mother-in-law |
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● domestic partner |
● grandchild |
● father-in-law |
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● parent |
● brother |
● daughter-in-law |
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● stepparent |
● sister |
● son-in-law |
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● child |
● sister-in-law |
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● stepchild |
● brother-in-law |
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Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety. | ||||||
All references to Reporting Persons and Investment Professionals in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of such persons. | ||||||
Investment Club | An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and/or each member may actively participate in investment decisions. | |||||
Investment Professional | Any Reporting Person who is a portfolio manager, trader or analyst employed (including as a temporary or contract employee) by WFAM, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients. | |||||
All references to Investment Professionals in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Investment Professionals. The Code Manager is responsible for maintaining a list of all Investment Professionals and notifying such Investment Professionals of their status. |
30
IPO | An initial public offering, or the first sale of a companys securities to public investors. Specifically, it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934. | |
Managed Account | Any account for which the holder gives, in writing, his/her broker or someone else (other than another Reporting Person) the authority to buy and sell Reportable Securities, either absolutely or subject to certain restrictions, other than pre-approval by any Reportable Person. In other words, the holder gives up the right to decide what Reportable Securities are bought or sold for the account. This includes accounts known as Robo Advisor accounts where account investments and reallocations are done through an automated platform. | |
Non-Public Information | Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources. | |
Private Placement | An offering, including an ICO, that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder. | |
Purchase or Sale of a | In addition to any acquisition or disposition of a Reportable Security for Security value, a Purchase or Sale of a Reportable Security includes, among other things, the receipt or giving of a gift or writing of an option to purchase or sell a Reportable Security. |
31
Reportable Fund | Reportable Fund means (i) any investment company registered under the 1940 Act, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, which includes a sub-adviser, or (ii) any investment company registered under the 1940 Act, as amended, whose investment adviser or sub-adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, control has the same meaning as it does in Section 2(a) (9) of the 1940 Act. A list of all Reportable Funds shall be maintained and made available for reference under Reportable Funds under the Code of Ethics tab in the WFAM Compliance Department InvestNet web page. | |
Reporting Person | Reporting Person means (i) any employee, officer or director, and any other persons designated by the CCO or designee, as having access to current trading information for clients, of WFAM, and (ii) any employee (including all temporary or contract employees), officer or director of any Non-WFAM Entities who supports any WFAM business functions and has access to WFAM systems that contain Non-Public Information regarding WFAM client holdings or transactions, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients. | |
All references to Reporting Persons in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Reporting Persons. The Code Manager is responsible for maintaining a list of all Reporting Persons and notifying such Reporting Persons of their status. |
32
Reportable Personal | Any account that holds Reportable Securities of which you have | |
Securities Account | Beneficial Ownership, other than a Managed Account that holds Reportable Securities and has previously been approved by the Code Manager over which you have no direct influence or Control. A Reportable Personal Securities Account is not limited to Reportable Securities accounts maintained at brokerage firms, but also includes holdings of Reportable Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Wells Fargo or any other employer. | |
Reportable Personal Securities Transaction | A Purchase or Sale of a Reportable Security, of which you acquire or relinquish Beneficial Ownership. | |
Reportable Security/Securities | Any security as defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it does not include direct obligations of the U.S. Government, bankers acceptances, bank certificates of deposit, commercial paper, High Quality Short-Term Debt Instruments, including repurchase agreements, shares issued by affiliated or unaffiliated money market mutual funds, or shares issued by open-end registered investment companies other than the Reportable Funds or shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies none of which are Reportable Funds. Reportable Security includes any security issued by closed-end funds and ETFs. | |
WFAM Accounts | Accounts of investment advisory and sub-advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies. |
33
A PPENDIX B
C OMPLIANCE D EPARTMENT S TAFF L IST
Please consult Frontier (Reporting Persons that are employees of WFFM/WFFD) or CapZone (Reporting Persons other than employees of WFFM/WFFD) via WFAM Connect for a current list of compliance staff designated to monitoring the Code of Ethics, as wells as for additional Code of Ethics resources including links to each Transaction Monitoring Systems. For Reporting Persons with no access to the above systems, please contact the Code Team at COE@wellsfargo.com.
34
A PPENDIX C
R EPORTABLE F UNDS
For Reporting Persons other than employees of WFFM/WFFD, please consult the following link for a list of WFAM Reportable Funds:
https://wellscap.ptaconnect.com/pta/openDocument.do?st=T376-RNOQYRTQ-RIDI-QL31-7SBY-V91VJY6E&name=281_1400097842793.PDF&path=//PTANAS01/Clients/WELLSCA P/docs/&st=T376-RNOQ-YRTQ-RIDI-QL31-7SBY-V91V-JY6E.
For Reporting Persons who are employees of WFFM/WFFD, please use the following link:
https://wellsfargo.starcompliance.com/Employee#v=details&t=document&id=aafc00a9b4710542495f480d77138eb7.
35
Global Code of Ethics
Every day we make individual choices which reflect on the collective reputation of the Manulife and John Hancock brands. Our global standards for business ethics and our well-regarded reputation for integrity differentiate our brands in the marketplace and have been critical factors in our past as well as our future success. We are proud of Manulife Asset Managements culture of doing business the right way and we want to underscore the need to continue to conduct our business in this manner.
To this end, Manulife Asset Management has adopted this Global Code of Ethics to promote compliance with applicable law as well as to address certain potential and actual conflicts of interests which can arise between our personal investment decisions and the interests of our clients. This Global Code of Ethics has been designed to reflect our values as a global organization and demonstrate the importance of the trust our clients have placed in Manulife Asset Management and the duties we owe to our clients.
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Code Version: February 1,2018
2 |
PART 1: |
Purpose & Applicability | |||||
1.1 |
Purpose | |||||
1.2 |
Code ApplicabilityMAM Associates & Access Persons | |||||
1.3 |
Report Changes to Access Person Status | |||||
1.4 |
Code Certification | |||||
1.5 |
Reporting Violations of the Code as well as Manulife and MAM Policies | |||||
1.6 |
Supervisory Oversight & Personal Liability | |||||
PART 2: |
Principles of Business Conduct | |||||
2.1 |
General Principles of Business Conduct | |||||
2.2 |
Personal Trading & Conflicts of Interests | |||||
2.3 |
Confidential Investment Information | |||||
2.4 |
False Rumors | |||||
2.5 |
Outside Business Activities | |||||
2.6 |
Other MAM & Manulife Compliance Requirements | |||||
PART 3: |
Personal Investing Restrictions & Limitations | |||||
3.1 |
What Securities are Subject to the Codes Personal Trading Restrictions & Requirements? | |||||
3.2 |
Restrictions on Securities under Active Consideration | |||||
3.3 |
Restrictions on Manulife Securities | |||||
3.4 |
Preclearance Approval Requirement | |||||
3.5 |
Special Pre-Clearance Approval Requirement for Level 3 Access Persons Only | |||||
3.6 |
15 Day Blackout Period Rule | |||||
3.7 |
Affiliated Mutual Fund Profit Ban30 Day Rule | |||||
3.8 |
Short-Term Profit Ban60 Day Rule | |||||
3.9 |
Limit Orders and Special Orders | |||||
3.10 |
Investment Clubs | |||||
3.11 |
Discouraging Excessive Trading | |||||
3.12 |
Additional RestrictionsHong Kong-Based Access Persons Only |
PART 4: |
Level 1 Access Persons Additional Personal Investing Restrictions | |||||
4.1 |
Initial Public Offering Ban | |||||
4.2 |
Investment Team Hold Until Sold Rule | |||||
4.3 |
Investment Team Enhanced Trade Blackout Rule for Certain Level 1 Access Persons | |||||
4.4 |
Preclearance of Significant Personal Securities Positions | |||||
4.5 |
Disclosure of Personal Investment Conflicts & Limited Offering Independent Review | |||||
4.6 |
1% & 5% Security Ownership Disclosure & Prohibitions | |||||
PART 5: |
Initial & Periodic Reporting | |||||
5.1 |
Requirement to Report All Securities Accounts | |||||
5.2 |
Duplicate Transaction Confirmations & Statements | |||||
5.3 |
USA-Based Access Person Preferred Brokerage Account Requirement | |||||
5.4 |
Initial Holdings Report & Certification | |||||
5.5 |
Quarterly Transaction Report & Certification | |||||
5.6 |
Reporting of Gifts, Donations & Inheritances | |||||
5.7 |
Annual Holdings Report & Certification | |||||
5.8 |
Method of Reporting & Certifications | |||||
PART 6: |
Code Administration | |||||
6.1 |
No Liability for Loses | |||||
6.2 |
Penalties for Code Violations | |||||
6.3 |
Exemptions & Appeals | |||||
6.4 |
Code Amendments | |||||
6.5 |
Code Interpretation & Administration | |||||
6.6 |
Recordkeeping |
Appendix A: |
Code Definitions | |||||
Appendix B: |
Code Adoption Dates | |||||
Appendix C: |
Chart: Reportable Securities & Pre-Clearable Securities |
3 |
PART 1
|
PURPOSE & APPLICABILITY |
1.1 |
Purpose |
Manulife Asset Management 1 ( MAM) has adopted this Code of Ethics ( Code ) to promote compliance with applicable law by MAM and MAM Associates and to prevent those abuses in the investment management business that can arise when certain conflicts of interest exist between personnel of an investment advisor and its clients. By adopting and enforcing this Code , we strengthen the trust and confidence entrusted in us by demonstrating that at MAM , client interests come first.
1.2 |
Code
ApplicabilityMAM Associates
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This Code applies to MAM Associates . MAM Associates are: (i) any partner, officer, director (or other person occupying a similar status or performing similar functions) of MAM ; (ii) an employee of MAM ; (iii) any person who provides investment advice on behalf of MAM and is subject to the supervision and control of MAM ; (iv) any person meeting the definition of Access Person ; and (v) any other person who the Code Administrator deems a MAM Associate . 2
Additionally, MAM Associates who have access to certain investment information and the investment decision-making process are further classified by the Code Administrator into one of following three Access Person levels and as a result are responsible for complying with the personal trading restrictions and obligations of their access designation level .
1 Refer to APPENDIX B for a list of MAM entities who have adopted this Code of Ethics.
2 The Code Administrator or Chief Compliance Officer may modify the requirements of this Code for those MAM Associates whose tenure at MAM is expected not to exceed 90 days (for instance contractors, co-ops and interns) or in instances where a person is subject to another code of ethics or fiduciary duty and where the modification is not otherwise specifically prohibited by law.
Access Person Level 1
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Any MAM Associate who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for MAM -advised Client accounts or provide direct administrative support to a MAM Associate who makes or participates in the recommendations.
Examples: Portfolio Managers, Analysts, Traders and Certain Administrative Staff |
Access Person Level 2
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Any MAM Associate who, in connection with his/her regular functions or duties: (i) has regular access to nonpublic information regarding any Clients purchase or sale of securities or non-public information regarding the portfolio holdings of any MAM -advised Client account (ii) is involved in making client securities recommendations, or (iii) has regular access to such recommendations that are nonpublic.
Examples: Certain Compliance, Legal, Investment Operations, Administration, Client Services & Products, Private Client Group, Sales/Marketing, Technology Resources, and MMF Personnel as well as Administrative Staff Supporting Level 2 Access Persons |
Access Person Level 3
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A MAM Associate who, in connection with his/her regular functions or duties, has periodic access to non-public information regarding any clients purchase or sale of securities, or non-public information regarding the portfolio holdings of any account advised by MAM
Examples: Certain Business Financial Analysts, Technical Associates, Technical Resource Associates, Legal Staff, Client Services and Products Staff as well as Administrative Staff Supporting Level 3 Access Persons |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
4 |
1.3 |
Report Changes to Access Person Status |
The Code Administrator is responsible for classifying MAM Associates as Access Persons based on the Code Administrators understanding of the MAM Associates current role. If a MAM Associate has a level of investment access different than their assigned category, or the MAM Associate is promoted or changes duties and as a result should more appropriately be included in a different category, it is the MAM Associates responsibility to immediately notify the Code Administrator .
1.4 |
Code Certification |
Each MAM Associate must provide a written (or electronic) acknowledgement of their initial receipt of the Code and any amendments to the Code , copies of which are to be provided by the Code Administrator , and a certification that they have read and understood the Code and will comply with the applicable provisions of the Code (including any amendments to the Code ).
Additionally, annually each MAM Associate is required to certify that he or she has read and understands the Code , acknowledges the applicable Code provisions, and represents that he or she has complied with (or has disclosed any failure to comply with) the applicable Code requirements during the past year.
1.5 |
Reporting Violations of the Code as well as Manulife & MAM Policies |
Any MAM Associate who knows or has reason to believe that the Code or a Manulife or MAM policy has been or may be violated must bring such actual or potential violation to the immediate attention of the Chief Compliance Officer.
A MAM Associate must speak with their manager, a member of the Human Resources Department, Law Department or the Chief Compliance Officer if he or she has:
● |
a doubt about a particular compliance situation; |
● |
a question or concern about a business practice; or |
● |
a question about potential conflicts of interest. |
It is a violation of the Code for a MAM Associate to deliberately fail to report a violation or deliberately withhold relevant or material information concerning a violation of the Code or a Manulife or MAM policy.
No person will be subject to penalty or reprisal for reporting in good faith suspected violations of the Code or a Manulife or MAM policy by others.
Additionally, unethical, unprofessional, illegal, fraudulent or other questionable behavior may also be anonymously reported by calling the confidential toll free Manulife Ethics Hotline at 1-866-294-9534 or by visiting the website: www.ManulifeEthics.com.
1.6 |
Supervisory Oversight & Personal Liability |
All MAM Associates with managerial responsibility are responsible for the reasonable supervision of their staff to prevent and detect violations of the Code and applicable rules and regulations. Failure to perform adequate oversight can result in the manager being held personally liable by regulators for violations of the Securities Laws and the Code .
***
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
5 |
PART 2
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PRINCIPLES OF BUSINESS CONDUCT
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2.1 |
General Principles of Business Conduct |
Each MAM Associate is expected to adhere to a high standard of professional and ethical conduct and should be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with our Clients interests, or have the potential to cause damage to MAM or a MAM Affiliates reputation. To this end, each MAM Associate must act with integrity, honesty and in an ethical manner. The following General Principles of Business Conduct govern the activities of MAM and every MAM Associate as well as the interpretation and administration of this Code :
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We have a fiduciary duty at all times to place the interests of our Clients first. |
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All personal securities transactions must be conducted consistent with the provisions of the Code that apply and in such a manner as to avoid any actual or potential conflict of interest and any other abuse of trust or responsibility. |
● |
We should not take inappropriate advantage of our position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to Client accounts. |
● |
We must treat as confidential any non-public or confidential information concerning the identity of security holdings and financial circumstances of Clients . |
● |
We must comply with all applicable laws including applicable domestic and foreign Securities Laws . |
Adherence to the General Principles of Business Conduct and other provisions of this Code is a condition of employment at MAM . Additionally, while the Code contains specific restrictions and limitations designed to prevent certain defined types of conflicts, MAM recognizes that not every potential conflict of interest can be anticipated by the Code . Therefore, it is critical that the Codes General Principles of Business Conduct be followed in the absence of a specific Code requirement or limitation.
Additionally as described in Section 6.2 Penalties for Code Violations, failure to comply with the General Principles of Business Conduct (above) or any provision of the Code may result in disciplinary action, including termination of employment.
Compliance Tip - Ask First, Act Second
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It is critical that any MAM Associate who is in doubt about the applicability of the Code in a given situation seek a determination from the Code Administrator or the Chief Compliance Officer about the propriety of the conduct in advance. |
2.2 |
Personal Trading & Conflicts of Interests |
The Code represents a balancing of important interests. On the one hand, as an investment adviser, MAM owes a duty of undivided loyalty to its Clients , and must avoid even the appearance of a conflict that might be perceived as abusing the trust Clients have placed in MAM . On the other hand, MAM does not want to prevent conscientious professionals from investing for their own accounts where conflicts do not exist or are immaterial to investment decisions affecting the Clients.
When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, MAM Associates owe a fiduciary duty to MAMs Clients . In most cases, this means that the affected MAM Associates will be required to forego conflicting securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting Client portfolios or taking unfair advantage of the client relationship.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
6 |
2.3 |
Confidential Investment Information |
Information acquired by a MAM Associate in connection with their duties for MAM , including information regarding actual or contemplated investment decisions, non-public portfolio composition, research, research recommendations, firm activities, or Client interests, is confidential and may not be used in any way that might be contrary to, or in conflict with the interests of Clients or MAM . Additionally, MAM Associates are reminded that certain Clients have specifically required their relationship with MAM to be treated confidentially.
2.4 |
False Rumors |
The Securities Laws prohibit the deliberate or reckless use of manipulative devices or activities with an intention to affect the securities markets, including the intentional creation or spreading of false or unfounded rumors or other information. Accordingly, a MAM Associate may not communicate information regarding companies, Securities, or markets that he or she knows to be false.
2.5 |
Outside Business Activities |
In addition to other Manulife policies with respect to outside business activities, MAM Associates may only serve on outside investment committees or be employed by, serve as an officer of, or serve on boards of trustees and directors of business and non-business entities (including charitable boards) with the approval of the MAM Associates manager and the Chief Compliance Officer or MAM General Counsel. 3
2.6 |
Other MAM & Manulife Compliance Requirements |
In addition to the Code , MAM Associates must comply with all compliance-oriented requirements applicable to them, including business unit policies as well as the MAM and Manulife policies listed in the column to the right.
3 Unless serving at the direction of MAM , MAM Associates who engage in outside business and charitable activities are not acting in their capacity as a MAM Associate and may not use MAMs name in connection with those activities.
Manulife Code of Business Conduct & Ethics
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The Code of Business Conduct and Ethics provides standards for ethical behavior when representing Manulife and conducting Manulifes business.
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Insider Trading & Market Abuse Policies
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The MAM and Manulife insider trading and market abuse policies address important topics, such as: the identification and reporting of material non-public information, the Investment Divisions information barrier, MAMs restricted list, and the various prohibitions on sharing and misusing material-non-public information. The policies specifically prohibit the unlawful use and sharing of material non-public information.
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Portfolio Holdings Disclosure & Confidentiality Policies |
Non-public information about MAM client portfolio holdings as well as other client information cannot be shared or disclosed except in accordance with these policies. |
Manulife Anti-Fraud Policy
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This policy requires the prompt reporting of any suspicion or allegation of fraud, fraudulent activity, or dishonest activity in relation to Manulife .
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Manulife Electronic Communications Guidelines
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This policy contains various limitations and restrictions on the use of email, and other forms of electronic communications.
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Manulife Conflict of Interest & MAM Gift Policies
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These policies address standards and disclosure requirements related to the giving and receiving of gifts and entertainment. For the protection of the MAM Associate and MAM , the appearance of a possible conflict of interest must be avoided. |
MAM Anti-Bribery and PaytoPlay Policies
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These policies are designed to prevent bribery, kickbacks and similar unlawful schemes. Specifically, these policies limit or prohibit certain types of gift, entertainment and political donation practices in order for MAM to comply with certain government regulations. For instance, the Pay-to Play Policy restricts certain types of personal political donations in the U.S. A. and also requires the reporting of certain U.S.A. donations by certain MAM Associates . |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
7 |
PART 3
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PERSONAL INVESTING RESTRICTIONS & LIMITATIONS
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The following personal investing restrictions and limitations are designed to prevent certain defined types of conflict of interests. MAM recognizes that not every potential conflict of interest can be anticipated by the Code. Therefore, it is critical that the Codes General Principles of Business Conduct be followed in the absence of a specific requirement or limitation. It is critical that any MAM Associate who is in doubt about the applicability of the Code in a given situation seek a determination from the Code Administrator or the Chief Compliance Officer about the propriety of the conduct in advance.
3.1 |
What Securities are Subject to the Codes Personal Trading Restrictions & Requirements? |
Securities in which the Access Person has a Beneficial Interest are subject to the Codes personal trading restrictions and requirements. An Access Person is deemed to have a Beneficial Interest in any Security where the Access Person controls or has the opportunity to directly or indirectly profit or share in the profit derived from a transaction in the Securit y. An Access Person is presumed to have a Beneficial Interest in the following Securities :
● |
Securities owned by an Access Person in his or her name. |
● |
Securities owned by Household Family Members. |
● |
Securities owned by an Access Person indirectly through an account or investment vehicle for his or her benefit, such as an IRA/RRSP/RESP/ ISA/SIPP, family trust or family partnership. |
● |
Securities in which the Access Person has a joint ownership interest, such as Securities owned in a joint brokerage account. |
● |
Securities over which the Access Person has discretion or gives advice (other than MAM Client accounts). This includes Securities owned by trusts, private foundations or other charitable accounts for which the Access Person has investment discretion. |
3.2 |
Restriction on Securities under Active Consideration |
All MAM Associates (including all Access Persons ) may not purchase, sell, or otherwise dispose of any Security in which the MAM Associate has (or as a result of such transaction will establish) Beneficial Interest if the MAM Associate at the time of the transaction has actual knowledge that (i) the Security (if it is a Pre-Clearable Security ) is under Active Consideration for Purchase or Sale by or on behalf of MAM or any Client or (ii) the Security is on the MAM Restricted Trading List.
Beneficial Interest & Household Family Member Reminder
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Please note that if a specific Code provision (including a personal investing restriction or limitation, pre-clearance obligation or reporting obligation) applies to the Access Person , it also applies to all Securities and Securities accounts over which the Access Person has a Beneficial Interest .
Access Persons are presumed to have a Beneficial Interest in the personal Securities holdings and accounts of Household Family Members. The definition of Household Family Member includes an Access Persons spouse, significant other, minor children or other family members who also share the same household with the Access Person . |
3.3 |
Restrictions on Manulife Securities |
Manulifes Insider Trading & Reporting Policy prohibits Manulife employees from speculating in MFC Securities . Speculation includes the purchase or sale of Manulife Securities with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of such securities, buying or selling options, or short selling. Please refer to the Manulife Insider Trading and Reporting Policy for additional restrictions and requirements on Manulife Securities transactions.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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3.4 |
Pre-Clearance Approval Requirement |
Level 1 and Level 2 Access Persons may not purchase, sell or otherwise acquire or dispose of any Security in which he or she has (or as a result of such transaction will establish) a Beneficial Interest without obtaining advance written (or electronic) pre-clearance approval for such transaction from the Code Administrator, Chief Compliance Officer, or the Personal Trading & Reporting System unless the Security transaction is exempt from this Codes pre-clearance requirement. Refer to APPENDIX C of the Code for a list of Securities and Securities transactions exempt from the pre-clearance requirement.
A preclearance approval is valid only for the day it is granted unless an exception is granted by the Chief Compliance Officer or Code Administrator .
Additionally, successfully obtaining pre-clearance approval for a transaction does not mean an Access Person cannot be found to be in violation of a specific applicable personal investing restriction or limitation of the Code or the Codes General Principles of Business Conduct.
3.5 |
Special Pre-Clearance Approval Requirement for Level 3 Access Persons |
Level 3 Access Persons are exempt from the pre-clearance requirements of Section 3.4. However, Level 3 Access Persons may not acquire a Beneficial Ownership in any Security in an Initial Public Offering or a Limited Offering or acquire or dispose of a Beneficial Interest in a Closed-End Investment Company advised by a Manulife Affiliate without obtaining advance written (or electronic) approval from the Chief Compliance Officer.
Pre-Clearance Reminder : Household Family Members
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Access Persons (Level 1 and 2) are required to obtain pre-clearance approval for all Securities transaction of persons who qualify as a Household Family Member of the Access Person (unless the transaction is exempt from the pre-clearance requirement. Refer to Code APPENDIX C for pre-clearance exemptions). |
3.6 |
15 Day Blackout Period Rule |
Level 1 and Level 2 Access Persons may not purchase, sell or otherwise acquire or dispose of any Pre-Clearable Security in which he or she has (or as a result of such transaction will establish) a Beneficial Interest if that Same Pre-Clearable Security traded in a Client account 15 calendar days before such transaction (or will trade in a Client account 15 days following such transaction) unless (1) the Access Person has no actual knowledge that the Same Pre-Clearable Security is under Active Consideration for Purchase or Sale by a Client and (2) the transaction can satisfy one of the following exceptions:
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De Minimis Trading Exception: MAM may permit the transaction if all of the Access Persons aggregate total same-day pre-clearance requests for the Same Pre-Clearable Security have a transaction market value of less than $25,000 USD and (in the case of equities) the same day transactions in the Pre-Clearable Security total no more than 500 equity shares. |
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Market Cap Securities Exception: MAM may permit the transaction if the individual preclearance request is in the Securities of an issuer whose market capitalization is at least $5 billion USD or more. |
Level 1 Access Persons should refer to Part 4 of the Code (Level 1 Access Persons Additional Restrictions ) to determine if a Level 1 Access Person may rely on the exceptions (above) to the 15 Day Blackout Period Rule.
If a MAM Client account trades in a Pre-Clearable Security within 15 calendar days before or after an Access Person obtains pre-clearance approval of a trade, the Access Person may be required to demonstrate that he or she did not know that the same Security was under Active Consideration for Purchase or Sale for a Client account.
The Chief Compliance Officer, in his or her sole discretion, may exempt or exclude an individual or class of Access Person transactions and/or Client accounts from the 15 Day Blackout Period Rule so long as the Chief Compliance Officer documents the rationale for granting the exemption or exclusion.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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3.7 |
Affiliated Mutual Fund Profit Ban30 Day Rule |
All Access Persons (including Household Family Members) are prohibited from directly or indirectly profiting from a discretionary purchase and sale of an Affiliated Mutual Fund actively managed by the Access Persons MAM entity within 30 calendar days.
3.8 |
Short-Term Profit Ban60 Day Rule |
Level 1 and 2 Access Persons (including Household Family Members) , cannot directly or indirectly profit from a discretionary purchase and sale of the same Pre-Clearable Security within 60 calendar days. However, Pre-Clearable Securities whose issuers market capitalization is $5 Billion USD or more at the time of the transaction are exempt from this 60 Day Rule. Note: a voluntary transaction related to a derivative Security (including options) which results in a profit is permitted so long as the voluntary transaction occurs more than 60 calendar days after the initial related transaction event.
3.9 |
Limit Orders and Special Orders |
Due to the 1-day pre-clearance trade window outlined in Section 3.4, multi-day special orders, such as good until canceled orders or limit orders, are prohibited for Level 1 and 2 Access Persons . 4 However, Access Persons (and Household Family Members ) may place day orders, ( i.e ., orders that automatically expire at the end of the trading day session). Be sure to check the status of all orders at the end of the trading day and cancel any orders that have not been executed. Please note that if a trade order is left open beyond the pre-clearance window and it is executed outside of the window, the transaction will constitute a Code violation.
3.10 |
Investment Clubs |
Access Persons (including Household Family Members ) are prohibited from participating or holding an interest in any Investment Club.
Securities Transactions Exempted from the Affiliated Mutual Fund 30-Day Profit Ban and 60-Day Short Term Profit Ban
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The following Securities activities are exempted from both the 60-Day Short Term Profit & Affiliated Mutual Fund 30-Day Profit Ban:
● All money market fund transactions ● Automatic Investment Plan transactions (including payroll deduction purchases) ● Dividend reinvestment purchase transactions ● Issuer Pro Rata Discretionary Transactions ● Involuntary issuer transactions ( e.g ., stock dividends, stock splits/ reverse splits or other similar reorganizations or distributions, call of a debt security, and spin-offs of shares to existing holders) ● Automatic purchases into a default investment option by a retirement plan ● Other involuntary purchase or sales activity not at the direction of the Access Person or the Access Persons Household Family Member
Gifts and Donations Please note that giving gifts and donations of Securities are considered sales and are not exempt from 30/60 day profit bans.
Exemptions The Chief Compliance Officer , in his or her sole discretion, may grant a hardship exemption from 30/60 day profit ban (such as profitable sales motivated by the need to pay for unexpected medical expenses). |
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The Code Administrator or Chief Compliance Officer may provide an Access Person with a transaction-specific exemption in special limited circumstances ( e.g., subscription offerings with an uncertain trade execution date, special employment transaction with limited exercise trade windows). |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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3.11 |
Discouraging Excessive Trading |
While active personal trading may not in and of itself raise issues under the Securities Laws , MAM believes that a very high volume of personal trading by an Access Person can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of discretionary personal trading activity by an Access Person is strongly discouraged and may be subjected to enhanced scrutiny by MAM. The Chief Compliance Officer may impose limitations on the number of Pre-Clearable Securities trades permitted during a given period for certain Access Persons .
3.12 |
Additional RestrictionsHong Kong-Based Access Persons Only |
Hong Kong-based Access Persons (and Household Family Members ) are prohibited from the following additional activities: (i) short selling any Security , (ii) delay of personal transaction settlement beyond the normal settlement time for the relevant market and (iii) cross trades between Access Persons and Client accounts.
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PART 4 |
LEVEL 1 ACCESS PERSONS ADDITIONAL PERSONAL INVESTING RESTRICTIONS |
In addition to the personal investing restrictions and requirements for Access Persons in Part 3 of this Code , Level 1 Access Persons (including their Household Family Members ) are subject to the following additional restrictions and requirements. 5
4.1 |
Initial Public Offering Ban |
Level 1 Access Persons may not directly or indirectly acquire a Beneficial Interest in a Security through an Initial Public Offering (IPO). Consequently, Level 1 Access Persons (including Household Family Members ) must wait to purchase newly-issued IPO Securities until the next business (trading) day following the offering date of the IPO.
4.2 |
Investment Team Hold Until Sold Rule |
A Level 1 Access Person associated with an Investment Team (including Household Family Members) is not permitted to sell a Pre-Clearable Security holding in which they have a Beneficial Interest if (i) the Same Pre-Clearable Security is held in a Client account managed by the Access Persons Investment Team and (ii) the Access Person (or Household Family Member ) purchased the Pre-Clearable Security after the date of the Codes initial adoption (Refer to APPENDIX B for initial adoption dates) or the date the person was named to the relevant Investment Team (which ever date is later).
5 The Chief Compliance Officer may grant individual exceptions to Sections 4.1, 4.2, and/or 4.3 under limited hardship circumstances where the Chief Compliance Officer concludes that no material conflict of interest is present. For instance in the case of an IPO , a Level 1 Access Person may request and exemption from the IPO prohibition for certain investments that do not create a potential conflict of interest, such as: (1) Securities of a mutual bank or mutual insurance company received as compensation in a demutualization and other similar non-voluntary stock acquisitions; (2) fixed rights offerings; or (3) a family members participation as a form of employment compensation in their employers IPO . The Chief Compliance Officer may also exclude an individual or class of Client accounts from the application of Sections 4.2 and 4.3 so long as the Chief Compliance Officer documents the rationale for the exemption or exclusion.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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4.3 |
Investment Team Enhanced Trade Blackout Rule for Certain Level 1 Access Persons |
Level 1 Access Persons who are members of an Investment Team (including Household Family Members ) may not purchase, sell or otherwise acquire or dispose of any Pre-Clearable Security in which he or she has (or as a result of such transaction will establish) a Beneficial Interest if that Same Pre-Clearable Security traded 15 calendar days before such transaction or will trade 15 days following such transaction in a Client account managed by the Level 1 Access Persons Investment Team. Note: the De Minimis and Market Cap exceptions outlined in Section 3.6 are not available for the types of transactions described above in this Section 4.3.
All Level 1 Access Persons who are members of an Investment Team must affirmatively assert as part of the pre-clearance trade approval process, that the Same Pre-Clearable Security is not under Active Consideration for Purchase or Sale for a Client account managed by the Level 1 Access Persons Investment Team.
4.4 |
Pre-Clearance of a Significant Personal Securities Position |
In addition to the pre-clearance requirements of Section 3.4, a Level 1 Access Person (including Household Family Members) must obtain advance written trade approval from the MAM Chief Investment OfficerFixed Income or the Chief Investment OfficerEquity (or their designee) for any discretionary transaction (or series of transactions) which establishes a Beneficial Interest in a Pre-Clearable Security valued at $100,000 USD or more (Significant Positions). Additionally, any discretionary transaction which increases or decreases an established Significant Position must be approved in the same manner.
4.5 |
Disclosure of Personal Investment Conflicts & Limited Offering Independent Review |
A Level 1 Access Person cannot recommend or participate in the investment decision-making process involving a particular Security for a Client account if the Access Person also maintains a Beneficial Interest in the same issuers Securities unless the Access Person has disclosed the Beneficial Interest to the primary portfolio manager for the relevant Client account or relevant MAM Chief Investment Officer. Following any initial oral disclosure, the Access Person is required to make the same disclosure in writing to the primary portfolio manager and either (i) the Chief Compliance Officer or (ii) the relevant MAM Chief Investment Officer.
In addition to the disclosure requirements (above) , an Access Person with a Beneficial Interest in a Limited Offering ( a.k.a., a private placement) is required to ensure that any final investment decision (for a Client account) involving the same issuer as the Limited Offering is subjected to an independent review by other MAM investment personnel that do not hold a Beneficial Interest in the same issuers Securities.
4.6 |
1% and 5% Security Ownership Disclosure & Prohibitions |
Any Level 1 Access Person with a Beneficial Interest of 1% of more of an issuer or a class or series of an issuers Securities must disclose such a fact in writing to the Chief Compliance Officer .
If a Level 1 Access Person holds a Beneficial Interest of 1% or more of an issuer or a class or series of an issuers Securities then the same Access Person is prohibited from recommending or participating in the investment decision to purchase or sell the same issuers securities for a Client account.
If a Level 1 Access Person serving as a portfolio manager or analyst holds a Beneficial Interest of 5% or more of an issuer or a class or series of the issuers Securities then the MAM entity the Access Person is associated with is prohibited from purchasing the same issuers Securities for a Client account.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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PART 5
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INITIAL AND PERIODIC REPORTING
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The following requirements allow MAM to monitor and verify Access Person compliance with requirements the Code. All Access Persons must initially and periodically thereafter make disclosures and compliance certifications regarding Securities holdings, Securities accounts and Securities transactions in which the Access Person has a Beneficial Interest in (this includes disclosures, holdings and transaction information for Household Family Members ).
5.1 |
Requirement to Report Securities Accounts |
All Access Persons are required to report the name of broker, dealer, bank, or other entity with which the Access Person maintains an account in which any
Securities are or can be held for the Access Persons Beneficial Interest (including accounts of Household Family Members ).
Access Persons are required to report all Securities accounts within 10 days of initially being designated an Access Person . After this initial report of Securities accounts, any Securities accounts opened in the future time must be reported no later than 10 calendar days following the opening of the account or prior to the first discretionary transaction in the account. To comply with the MAM Insider Trading Policy you are also required to inform any broker/dealer when you open a new Securities account that you are employed by a financial institution and also whether you are registered with a broker-dealer. 6
Hong Kong-based Access Persons (and their Household Family Members ) must obtain approval from the Code Administrator prior to opening any brokerage account.
5.2 |
Duplicate Transaction Confirmations & Statements |
Each Access Person must arrange for the Code Administrator to receive duplicate copies of trade confirmations of Reportable Securities transactions and, if requested 7 by the Code Administrator , periodic account statements for any Reportable Securities accounts in which the Access Person has a Beneficial Interest in if the account holds, or has the ability to hold, Reportable Securities (this requirement also applies to the Securities confirmations and statements of Household Family Members ).
Compliance Tip - What Securities Accounts Do I N eed to Report?
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Any account (including a Household Family Members account) that holds or can hold a Security. For instance here is a non-exclusive list of commonly reported Securities accounts: ● Brokerage Accounts ● Mutual Fund Only Accounts ● Custodial Securities Accounts ● Manulife GSOP Plan Accounts ● Certain 529 Plans (plans affiliated with or plans with investment options managed by Manulife or Manulife affiliated entity) ● IRA Accounts ● Stock Purchase Plans ● Transfer Agent Accounts ● Variable Life or Annuity Insurance Policies with underlying Affiliated Mutual Fund investment options ● Manulife Loan Program Mutual Fund Account ● John Hancock Unified 401k Plan/Manulife RPS ● Registered Retirement Savings Plan (RRSP)/RESP/TFSA ● Uncertificated Book Entry Securities ● Physical possession of certificated Securities ● Employee Stock Option Accounts ● UK Individual Savings Accounts (ISA) ● UK Self Invested Pension Plans (SIPP) |
6 Brokers and dealers are subject to certain rules designed to prevent favoritism toward an Access Persons accounts. Access Persons may not accept negotiated commission rates that you believe may be more favorable than the broker grants to accounts with similar characteristics.
7 The Code Administrator may rely on the operating groups of Manulife/ John Hancock for administration of trading activity limitations and monitoring of market timing policies for Manulife Affiliated Funds . To the extent the Code Administrator has ready access to Securities transaction and holdings through a Manulife Affiliate , the Code Administrator is not required to obtain duplicate confirmations or statements for such accounts.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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5.3 |
USA-Based Access Person Preferred Brokerage Account Requirement |
All USA-based Access Persons who became employees of MAM or a MAM Affiliate after March 1, 2008 are required to maintain all Reportable Securities accounts established after March 1, 2008 (including the Securities accounts of Household Family Members ) at one of MAMs Preferred Brokers unless the Securities account has been qualified by the Code Administrator as an Exempt Securities Account. A current list of MAMs Preferred Brokers can be found on the Personal Trading & Reporting System website or by contacting the Code Administrator. Upon designation as an Access Person , a person has 45 calendar days to (i) qualify any non-compliant Securities account as an Exempt Securities Account or (ii) transfer all assets to a MAM Preferred Broker and close the non-compliant account.
5.4 |
Initial Holdings Report & Certification |
After reporting all Securities accounts (Refer to Section 5.1), new Access Persons must file an Initial Holdings Report. 8 This Initial Holdings Report is due within 10 calendar days after the person became an Access Person and the submitted information must be current as of a date no more than 45 calendar days prior to the date the person became an Access Person.
An Access Person must submit with his or her Initial Holdings Report a certification that he or she: (i) has read and understands the Code; (ii) recognizes that he or she is subject to the Code ; (iii) agrees to comply with the Code requirements applicable to their designated access level; and (iv) has disclosed or reported all required Reportable Securities holdings and all Securities accounts in which they have a Beneficial Interest (including Household Family Member accounts).
8 The Initial Holdings Report will contain: (i) the title and type of each Reportable Security in which the Access Person has any Beneficial Interest ; (ii) the exchange ticker symbol or CUSIP number and the number of shares or principal amount of each Reportable Security (each as applicable); (iii) the name of any broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Securities are or can be held for the Access Persons direct or indirect Beneficial Interest ; and (v) the date the report is submitted by the Access Person.
5.5 |
Quarterly Transaction Report & Certification |
All Access Persons must file a Quarterly Transaction Report that discloses certain information about each Reportable Security transaction in which they have (or as a result of the transaction acquired) a Beneficial Interest (including transactions for Household Family Members ) during the quarter covered by the Quarterly Transaction Report. 9
Each Access Person s Quarterly Transaction Report is due within 30 calendar days after the end of each calendar quarter. Each Access Persons Quarterly Transaction Report must also include a certification that the submitted Quarterly Transaction Report includes all information required to be reported. In connection with the Quarterly Transaction Report Certification, all Access Persons are also required to certify to the accuracy of the listing of Securities accounts displayed in Personal Trading & Reporting System or by alternative method as permitted by Section 5.8 of the Code.
Compliance Reminder : Automatic Pre-Population of Transaction and Holdings Data in the Personal Trading & Reporting System
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As a convenience to certain Access Persons , Code Administration works with certain brokers to obtain Securities transaction and holding data to pre-populate Quarterly Transaction and Annual Holdings Reports in the Personal Trading & Reporting System. The pre-populated data may contain omissions or inaccuracies. It is each Access Persons responsibility to contact the Code Administrator to correct any inaccurate transaction or holdings data prior to submitting a report or certification.
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9 The Quarterly Transaction Report will include the following information: (i) the date of the transaction (trade date); (ii) the title of the Reportable Security ; (iii) the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares or principal amount of each Reportable Security, the type of transaction or acquisition, the price at which the transaction was effected (each as applicable); (iv) the name of any broker, dealer, bank, or other entity with or through which the transaction was effected; and (v) the date the report is submitted by the Access Person.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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5.6 |
Reporting of Gifts, Donations & Inheritances |
An Access Persons gift or donation of a Pre-Clearable Securit y is considered a sale event for Level 1 and 2 Access Persons (this includes gifts or donations by Household Family Members ) and therefore requires pre-clearance approval prior to making the gift or donation. Additionally, any approved gift or donation event of a Reportable Security must be accurately reflected in the next Quarterly Transaction Report ( Refer to Section 5.5 ).
The receipt of a gift or an inheritance of Reportable Securities should be promptly reported to the Code Administrator to ensure the new holding is accurately accounted for. Note: the receipt of a gift or inheritance does not require pre-clearance approval from Compliance.
5.7 |
Annual Holdings Report & Certification |
All Access Persons must file an Annual Holdings Report. 10 The Annual Holdings Report is due within 45 calendar days of December 31st and must be current as of a date no more than 45 calendar days prior to the date this information is filed. Each Access Person must submit each Annual Holdings Report with a certification that he or she: (i) has read and understands the Code ; (ii) recognizes that he or she is subject to the Code ; (iii) has complied with (or has disclosed any failure to comply with) the Codes requirements applicable to their designated access level; and (iv) has reported all violations of the Code and all required Reportable Securities holdings and Securities accounts for which the Access Person holds a Beneficial Interest (including the applicable holdings and accounts of Household Family Members ).
5.8 |
Method of Reporting & Certifications |
Access Persons are expected to use the intranet-based Personal Trading & Reporting System, to make their required Securities account disclosures, Initial and Annual Holdings Reports , Quarterly Transaction reports and related certifications. 11 An Access Person that fails to make a required report or certification by the specified deadline will, at a minimum, be prohibited from engaging in discretionary personal trading until the reporting/certification requirement is satisfied and may give rise to other sanctions (this prohibition also applies to any Securities account or Securities of which the Access Person has a Beneficial Interest, including the Securities accounts and Securities of Household Family Members ). The timing of the deadlines for each reporting obligations are set by various regulations adopted under the Securities Laws. Compliance may establish earlier deadlines than specified in this Part 5 to ensure compliance with the Securities Laws.
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10 The Annual Holdings Report will include: (i) the title and type of each Reportable Security in which they have Beneficial Interest ; (ii) the exchange ticker symbol or CUSIP number (as applicable) and the number of shares or principal amount of each Reportable Security (as applicable); (iii) the name of any broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Securities are or can be held for the Access Persons direct or indirect benefit; and (iv) the date the report is submitted by the Access Person.
11 Access Persons without access to the Personal Trading & Reporting System will use other methods for reporting and certification as directed by the Code Administrator or Chief Compliance Officer .
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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PART 6
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CODE ADMINISTRATION
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6.1 |
No Liability for Losses |
MAM and Manulife Affiliates and/or any MAM Clients will not be liable for any losses incurred or profits avoided by any Access Persons or Household Family Member resulting from the implementation or enforcement of the Code . Access Persons must understand that their ability (as well as the ability of the Household Family Members ) to buy and sell Securities may be limited by the Code and that trading activity by MAM , MAM Clients , and/or other Manulife Affiliates may affect the timing of when an Access Person (as well as Household Family Members ) can buy or sell a particular Security .
6.2 |
Penalties for Code Violations |
Penalties for violating the Securities Laws can be severe, both for the individuals involved and their employers. A person can be subject to penalties even if he or she does not personally benefit from the violation. Penalties may include civil injunctions, payment of profits made or losses avoided (disgorgement), jail sentences, fines for the person committing the violation, and fines for the employer or other controlling person.
In addition, any violation of the Code is subject to the imposition of sanctions by MAM as may be deemed appropriate under the circumstances by MAM . These sanctions could include, without limitation, bans on personal trading, disgorgement of trading profits, and personnel action, including termination of employment, where appropriate. Refer to MAMs Fine and Sanction Guidelines for further information.
6.3 |
Exemptions & Appeals |
Exemptions from Code provisions may be granted by the Chief Compliance Officer where warranted by applicable facts and circumstances, if permitted by law, and if the CCO determines and exemption would be in accord with the spirit of the General Principles of the Code and the Securities Laws. Access Persons may direct their request for an exemption to the Code Administrator or Chief Compliance Officer. The Chief Compliance Officer is also authorized to modify the personal trading provisions of this Code as it applies to a specific MAM Associate where local law would prohibit the application of a specific provision.
If Access Person believes that a Code -related request has been incorrectly denied by the Chief Compliance Officer , or that a Code -related action is not warranted, an Access Person may make a written appeal of the decision or action within 30-days of the decision or action to the Ethics Oversight Committee . Code Administration will arrange an appropriate forum or communication for the consideration of appeals.
6.4 |
Code Amendments |
The Chief Compliance Officer is permitted to approve non-material amendments to the Code and the Ethics Oversight Committee (or MAM Board, if applicable) is responsible for approving any material amendments. For certain MAM Affiliated Mutual Fund clients, the respective Board of Trustees of the Affiliated Mutual Fund must approve any material changes to the code of MAM within six (6) months of the adoption of the material change in accordance with the requirements of Rule 17j-1 under the Investment Company Act of 1940.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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6.5 |
Code Interpretation & Administration |
The Chief Compliance Officer has general administrative responsibility for the Code and is responsible for establishing policies and procedures for the administration of the Code ; monitoring and testing for Code compliance; ensuring Code training is provided to Access Persons ; granting exceptions or exemptions to any provision of the Code, on an individual or a class basis; appointing one or more Code Administrators and defining the scope of his or her authority and day-today responsibilities (in addition to those specified in the Code ); oversight of the Code Administrators Code activities; considering and recommending material amendments to the Code to the Ethics Oversight Committee (or MAM Board, if applicable); and reviewing and considering any decisions made by the Code Administrator at the request of a MAM Associate or involving ordinary sanctions imposed related to Code violations.
Ethics Oversight Committee (or MAM Board, if applicable) retains the ultimate discretion as to the interpretation the Codes provisions in any given situation, rendering material sanctions for violations of the Code , and rendering final judgments on any Access Persons appeal of any decision or ordinary sanction imposed by the Chief Compliance Officer .
6.6 |
Recordkeeping |
The Chief Compliance Officer or Code Administrator maintains or causes to be maintained, the following records: (1) a copy of the Code or any predecessor MAM code of ethics which has been in effect during the most recent 5-year period; (2) a record of any violation of the Code , or any predecessor MAM code of ethics, and of any action taken as a result of such violation in the 5-year period following the end of the fiscal year in which the violation took place; (3) a list of all persons currently or within the most recent 5-year period who were required to make reports pursuant to the Code (or any predecessor Code ) and the person(s) who were responsible for reviewing these reports; (4) copies of all acknowledgements of each persons receipt of the Code, Initial and Annual Holdings Reports, Quarterly Transaction Reports, and duplicate brokerage confirmations and Securities account statements (as applicable) filed during the most recent 5-year period; and (5) a record of the approval of, and rationale supporting, the acquisition of Securities by Access Persons in an Initial Public Offering or Limited Offering for at least 5 years after the end of the fiscal year in which the approval is granted. 12
Code records will be maintained for the first 2 years in an office of MAM (in paper or accessible electronically) and in an easily accessible place for the time period as required by any applicable regulations thereafter. 13
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In reviewing a pre-clearance request for a Limited Offering or IPO the Chief Compliance Officer may consider the following factors: (1) whether the investment opportunity should be or can be reserved for MAM clients; (2) is it being offered because of a relationship to MAM or position within MAM ; and (3) any other relevant factors in the sole discretion of the Chief Compliance Officer . The Chief Compliance Officer or Code Administrator will document the rationale for any approval decision. |
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Code records for MAM Hong Kong will be maintained for at least 7 years and maintained in an easily accessible place. |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
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Appendix A |
Definitions of Italicized Code of Ethics Terms
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Access Person |
Refer to definition in Section 1.2 of this Code .
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Active Consideration for Purchase or Sale |
A Security is under Active Consideration for Purchase or Sale once a MAM portfolio manager forms a specific intent to purchase or sell a Security for a MAM Client account.
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Affiliated Mutual Fund |
Any Mutual Fund for which Manulife serves as an investment adviser (or sub-adviser) or whose investment adviser (or sub-adviser) controls, is controlled by, or is under common control with Manulife. (e.g., Manulife or John Hancock Mutual Funds ).
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Automatic Investment Plan |
A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. Examples include automatic dividend reinvestment plans and payroll deduction purchase plans.
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Beneficial Interest |
An Access Person is deemed to have a Beneficial Interest in any transaction in which the Access Person controls or has the opportunity to directly or indirectly profit or share in the profit derived from the Securities transacted. An Access Person is presumed to have a Beneficial Interest in the following Securities and related transaction activities: (1) Securities owned by an Access Person in his or her name; (ii) Securities (and Securities accounts) owned by Household Family Members; (iii) Securities owned by an Access Person indirectly through an account or investment vehicle for his or her benefit, such as an IRA/RRSP/RESP/ISA/SIPP, family trust or family partnership; (iv) Securities owned in which the Access Person has a joint ownership interest, such as Securities owned in a joint brokerage account; and (v) Securities over which the Access Person has discretion or gives advice (other than MAM Client accounts) and includes Securities owned by trusts, private foundations or other charitable accounts for which the Access Person has investment discretion. Beneficial Interest is interpreted in the same manner under the Code as it would be under Rule 16a-1(a)(2) under the U.S. Securities Exchange Act of 1934.
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Chief Compliance Officer |
The term Chief Compliance Officer refers each Chief Compliance Officer of the applicable MAM entity adopting this Code.
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Client | For purposes of this Code , the term Client means the specific person or entity that has an investment advisory or investment sub-advisory services agreement (or supervised investment delegation affiliate arrangement) with the specific MAM entity adopting this Code. | |
Closed-End Investment Company |
A Closed-End Investment Company is a registered investment company that issues a fixed number of shares and is usually traded on a major stock exchange. In contrast, an open-end investment company ( i.e ., mutual fund) continuously offers new shares to the public and repurchases shares at net asset value. Note : Many REITs are Closed-End Investment Companies .
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Code Administrator |
Code Administrator refers to the person (or persons) designated by the relevant MAM Chief Compliance Officer to be primarily responsible for the day-to-day administration of the Code .
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Direct Obligations of the Government of the US or UK |
Any security directly issued or guaranteed as to principal or interest by the United States. Examples of direct obligations include Cash Management Bills, Treasury Bills, Notes and Bonds, and STRIPS. It is important to note that Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac) Securities are not Direct Obligations of the Government of the United States. Directed Obligations of the UK refers to the following list of Securities issued and guaranteed by the United Kingdom Treasury: Premium Savings Bonds, Index Linked Savings Certificates, Fixed Interest Savings Certificates, Guaranteed Equity Bonds, Capital Bonds, Childrens Bonus Bonds, Fixed Rate Savings Bonds, Income Bonds, and Pensioners Guaranteed Income Bonds. Refer to M&G Investment Management Ltd. SEC No-Action Letter (Sept. 10, 2002)
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Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
18 |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
19 |
14 In reliance on the Prudential SEC no-action letter, certain MAM SEC -registered investment advisers may include in the definition of MAM Associate any person of a MAM Affiliate who is involved, directly, or indirectly, in MAMs investment advisory activities.
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
20 |
Appendix A |
Definitions of Italicized Code of Ethics Terms (Continued)
|
|
Pro Rata Discretionary Transactions |
Purchases or other acquisitions or dispositions of Securities resulting from the discretionary exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of the issuer. ( e.g ., discretionary participation in takeovers, rights & tender/exchange offerings)
|
|
Reportable Security |
All Securities except those Securities listed as exempt from the Initial and Annual Holdings Report and Quarterly Transaction Report requirements on APPENDIX C of the Code.
|
|
Same Pre-Clearable Security |
For an equity Security , the Same Pre-Clearable Security would include all other equity securities of the same issuer or, other instrument whose value is derived from the value of the issuers equity Securities . For a debt Security , the Same Pre-Clearable Security would include all other debt instruments of the same issuer as well as any instrument whose value is derived from the credit, value or reference to the issuers debt.
|
|
Security (Securities) |
A security as defined by Section 1(1) of the Ontario Securities Act, the Hong Kong Securities and Futures Ordinance, Section 3(a)(10) or the Investment Advisers Act of 1940. Examples include but are not limited to : any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, mutual funds, closed-end funds, unit investment trusts, REITS, ETFs, commodity funds, broker cds, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, security-based swap, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privileged entered into on a national securities exchange related to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing. References to a Security also includes any warrant for, option in, or security or other instrument immediately convertible into or whose value is derived from that security and any instrument or right which is equivalent to that security. The definition of Security applies regardless of the registration status or domicile of registration of the Security ( i.e., the term Security includes both private placements/limited partnership interests and publicly-traded securities as well as domestic and foreign Securities ). For purposes of this Code , the definition of Securities also includes other instruments and interests labeled as reportable on APPENDIX C of this Code.
|
|
Securities Laws |
The Securities Laws include various domestic and foreign securities-related laws, statutes and rules/regulations that govern MAMs investment management activities and includes: Ontario Securities Act, UK Financial Services Authority regulations, the Securities and Futures Ordinance of Hong Kong, Securities and Futures Act (Singapore), the Securities Act of 1933 (US), the Securities Exchange Act of 1934 (US), the Sarbanes-Oxley Act of 2002 (US), the Investment Company Act of 1940 (US), the Investment Advisers Act of 1940 (US), Title V of the Gramm-Leach-Bliley Act (US), and the Bank Secrecy Act (US) (as it applies to funds and investment advisers) .
|
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
21 |
Appendix B
|
Code of Ethics Initial Adoption and Amendment Dates
|
|
Manulife Asset Management (US) LLC |
Initially Adopted January 12, 2012, Amended Effective Date September 1, 2013
|
|
Manulife Asset Management (North America) Limited |
Initially Adopted February 22, 2012, Amended Effective Date November 1, 2013
|
|
Manulife Asset Management Limited |
Initially Adopted February 22, 2012, Amended Effective Date November 1, 2013
|
|
Manulife Asset Management (Europe) Limited |
Initially Adopted September 1, 2013
|
|
Manulife General Account (Hong Kong) Ltd) (MANGA) | Initially Adopted February 1, 2017 | |
Manulife Investment (Shanghai) Limited Company | Initially Adopted March 3, 2017 | |
Manulife Overseas Investment Fund Management (Shanghai) Limited Company. P.S. | Initially Adopted February 1, 2018 |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
22 |
APPENDIX C Securities Reporting & Pre-Clearance
Manulife Asset Management Code of Ethics
|
Reportable
Initial and Annual Holdings Reports
|
Reportable
|
Pre-Clearable Security?
|
|||
Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly.
(italicized terms are defined in the Code) |
Does the Access Person need to report the following types of Securities holdings? | Does the Access Person need to report transactions in the following types of Securities ? |
Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities ?
Note: Level 3 Access Persons are only required to obtain pre-clearance approval for transactions involving IPOs, Limited Offerings, and Closed-End Investment Companies advised by a Manulife Affiliate
|
|||
Government Securities | ||||||
Direct Obligations of the Government of the US or UK
|
No | No | No | |||
State, Province or Municipal Bonds
|
Yes | Yes | Yes | |||
Direct Obligations of the Governments of Canada, Japan, Germany, France or Italy
|
Yes | Yes | No | |||
Money Market Instruments/Commodities /Currency | ||||||
Bankers Acceptances
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No | No | No | |||
Bank Certificates of Deposit
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No | No | No | |||
Brokerage Certificates of Deposit
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Yes | Yes | No | |||
Commercial Paper
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No | No | No | |||
High Quality Short-Term Debt Instruments
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No | No | No | |||
Repurchase Agreements
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No | No | No | |||
Money Market Funds (including Money Market Affiliated Mutual Funds )
|
No | No | No | |||
Physical Commodities and Options and Futures on Commodities (not commodity ETFs or closed-end funds)
|
No | No | No | |||
Foreign and Domestic Currency Holdings/ Transactions (including currency options and futures)
|
No | No |
No |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
23 |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
24 |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
25 |
Complete definitions for italicized terms may be found in APPENDIX A of the Code . |
26 |
CODE OF ETHICS
April 15, 2018
Table of Contents
1. |
General Principles | - 1 - | ||||
2. |
Administration and Interpretation | - 1 - | ||||
3. |
Personnel Covered by the Code of Ethics Covered Persons | - 1 - | ||||
4. |
Restrictions on Disclosure of Confidential Information | - 2 - | ||||
5. |
Compliance with Laws and Regulations | - 3 - | ||||
6. |
Additional Fiduciary Obligations | - 5 - | ||||
7. |
Gift Policy | - 6 - | ||||
8. |
Outside Business Activities | - 8 - | ||||
9. |
Personal Securities Trading by Access Persons | - 9 - | ||||
10. |
Acknowledgements | - 14 - | ||||
11. |
Duty to Report Violations | - 14 - | ||||
12. |
Accountability for Violations of this Code | - 15 - | ||||
13. |
Record Keeping | - 15 - | ||||
14. |
Amendments and Reporting | - 15 - |
Page | i
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP
CODE OF ETHICS
1. |
General Principles |
Our position as a fiduciary to clients imposes fundamental standards of conduct on our firm and our personnel. We must at all times act in good faith in accordance with the law and place client interests first, avoiding actual conflicts, and situations that could create the appearance of a conflict, between personal and firm or client matters. We seek to foster a reputation of integrity and professionalism. The confidence and trust placed in our firm by clients must be valued and protected by us. This Code of Ethics (Code) establishes ethical standards and requirements for personal activities and the protection of client information that are intended to ensure compliance with these standards.
In addition, there are various state and federal laws, rules and regulations applicable to our business that are intended to prevent firm personnel from taking unfair advantage of clients and participants in the securities markets. This Code incorporates these legal requirements, so that any violation of these rules would also result in the violation of the Code.
2. |
Administration and Interpretation |
The Code is administered by Regulatory Compliance under the general supervision of the firms Chief Compliance Officer (CCO). The CCO is responsible for the administration, application and interpretation of the Code. The CCO may delegate responsibility of administering aspects of the Code to one or more members of Regulatory Compliance or, with respect to specified approvals, the Chief Executive Officer or the Chief Investment Officer.
Any provision of this Code that is not required by law may be waived by the CCO if such waiver is consistent with the intent of this Code. Any waiver of the provisions in this Code granted by the CCO will be in place for the approval date(s) only.
Because a written code cannot answer all questions raised in the context of business relationships, each Covered Person (as defined below) must take responsibility for recognizing and responding appropriately to specific situations as they arise. If you have a question about the requirements of this Code or the appropriateness of a relationship or action, you should consult with the CCO in advance.
We use a third party software package provided by ComplySci to assist with the administration of various aspects of the Code, such as individual certifications and monitoring of personal trading activity. The employee website to log in to ComplySci is https://secure.complysci.com/default.asp . Please contact Regulatory Compliance if you have any questions regarding the use of ComplySci.
3. |
Personnel Covered by the Code of Ethics Covered Persons |
3.1 Covered Persons . This Code applies to the following persons (collectively referred to as Covered Persons):
(i) |
all officers, directors, employees, partners and/or members of Arrowstreet Capital, Limited Partnership; |
(ii) |
all officers, directors, employees, partners and/or members of any affiliate of Arrowstreet Capital, Limited Partnership as defined and identified below; and |
(iii) |
select consultants engaged by Arrowstreet Capital, Limited Partnership or its affiliates that are made subject to this Code by determination of the CCO, which are referred to as Designated Consultants. |
An affiliate of the firm for purposes of this Code means any direct or indirect parent company of the firm and any direct or indirect subsidiary of the firm or any such parent company (excluding any sponsored comingled investment
Page | - 1 -
vehicle offered by the firm to institutional investors and for which the firm is the investment adviser/sub-investment adviser or portfolio manager (which we refer to as an Arrowstreet Sponsored Fund) and any company formed for the purpose of managing an Arrowstreet Sponsored Fund). Currently, our affiliates are Arrowstreet Capital GP LLC, Arrowstreet Capital Holding LLC, Arrowstreet Capital Australia Pty. Ltd. and Arrowstreet Capital Europe Limited. References to we, us, our, or the firm should be considered as references to Arrowstreet Capital, Limited Partnership and its affiliates as the context requires.
In determining whether a consultant is a Designated Consultant, the CCO shall take into consideration the relevant facts and circumstances of the particular consulting engagement, including:
|
the duration of consulting services and term of consulting contract; |
|
the services to be performed by consultant; consultants access to firm and/or client proprietary, confidential or sensitive information and data, including trade data and trading systems; and |
|
the terms of any other agreements between the firm and the consultant. |
3.1 Access Persons . Certain sections of this Code, such as Section 9 relating to personal trading, apply only to Access Persons and not to all Covered Persons. Access Persons are Covered Persons that, in connection with their regular functions or duties, make, participate in, or have access to information regarding the purchase or sale of securities by clients (including Arrowstreet Sponsored Funds), investment recommendations, client flows or the portfolio holdings of clients (Trade Information). Regulatory Compliance will notify those who are identified as Access Persons (and, if applicable, for what period they are considered Access Persons). Generally a non-executive director of the firm does not meet the definition of Access Person just by virtue of such persons status as a non-executive director. Non-executive directors of the firm (including any non-executive director that is also an equity holder of the firm) will not be considered an Access Person except where such non-executive director in fact makes, participates in, or has access to Trade Information. In such case, the non-executive director shall be treated as an Access Person for such period as the CCO determines.
4. |
Restrictions on Disclosure of Confidential Information |
4.1 Within Arrowstreet . Covered Person access to confidential information of the firm and its clients (including Trade Information) should be on a need-to-know basis in the course of such persons performing their assigned duties. Such confidential information may be used only in connection with providing services to the firm and/or its clients and may not be used or exploited for any personal benefit. Covered Persons are reminded that non-executive directors of the firm are not considered Access Persons and therefore Trade Information should not be disclosed to, or discussed with, such directors. In addition, all information provided to Regulatory Compliance pursuant to this Code shall be kept confidential and shared within the firm (and with its advisors) only on a need to know basis. The provisions of this Section 4.1 are at all times subject to Section 4.3 below.
4.2 Outside Arrowstreet . Covered Persons must not disclose confidential information (including Trade Information) of the firm or its clients to any person outside the firm except in accordance with our internal policies and operating practices governing the disclosure of such information or with the consent of the CCO, Chief Executive Officer or Chief Investment Officer. Disclosure of nonpublic information about portfolio companies and other issuers may also be restricted as described in the section on insider trading below. The provisions of this Section 4.2 are at all times subject to Section 4.3 below.
4.3 Maintenance of Whistleblower Protection . Notwithstanding Sections 4.1 or 4.2 or any other provision herein or in any other firm manual, policy or other firm document applicable to Covered Persons, no confidentiality or other obligation owed by a Covered Person to the firm prohibits a Covered Person from reporting possible violations of law or regulation to any governmental agency or entity under any whistleblower protection provision of U.S. federal or state law or regulation (including Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act 2002) or requires a Covered Person to notify the firm of any such report. In making any such report, however, a Covered Person is not authorized to disclose communications with internal or external counsel to the firm that were made for the purpose of receiving legal advice, that contain legal advice or that are protected by the attorney work product or similar privilege.
Page | - 2 -
5. |
Compliance with Laws and Regulations |
5.1 General . Every Covered Person must comply with, and must endeavor to ensure that our firm complies with, all applicable laws and regulations. These may include, among others: Investment Advisers Act (relating to the overall investment advisory business); Investment Company Act (relating to, among other things, advisory services provided to U.S. registered mutual funds); Securities Act and Securities Exchange Act (relating to, among other things, the offer and sale of securities in Arrowstreet Sponsored Funds and SEC reporting requirements); Commodity Exchange Act (relating to, among other things, the advising and trading in futures, options on futures and swaps); Gramm-Leach-Bliley Act (relating to, among other things, privacy of client information) and Dodd-Frank REG S-ID; Bank Secrecy Act (relating to, among other things, money laundering and transactions in currency); Foreign Corrupt Practices Act (relating to, among other things, making payments to foreign officials); rules and regulations of the Commodity Futures Exchange Commission and the National Futures Association; and securities laws and regulations of states and foreign jurisdictions in which we are required to do so by contract, or which are otherwise applicable to us. Every Covered Person is expected to use good judgment and common sense in seeking to comply with applicable laws, rules and regulations and to ask for advice when uncertain about what is required.
5.2 Insider Trading. It is against the law and firm policy for any Covered Person to trade any security, either for a personal account or on behalf of a client or others while aware of material, non-public (inside) information relating to the security or the issuer; and in breach of a duty of trust or confidence owed directly or indirectly to the issuer of that security or its shareholders or to any other person who is the source of the inside information. It may also be illegal, and it is a violation of firm policy, to communicate inside information to someone else in breach of a duty of trust or confidence (known as tipping) or to receive inside information and subsequently trade while in possession of such information (known as tippee liability).
(a) Material Information . Material information is information that a reasonable investor would consider important in making his or her investment decision about an issuer or a security. Generally, this is information the disclosure of which will have an effect on the price of the securities. Examples of material information include revisions to previously published earnings estimates, merger or other significant transaction proposals, significant new products or technological discoveries, litigation, extraordinary turnover in management, impending financial or liquidity problems, and significant orders to buy or sell securities. Pre-publication information regarding reports in the financial press may be material. Other types of information may also be material and as such no complete list can be given.
(b) Non-Public Information . Information is non-public or inside information until it has been made available to investors generally (through, e.g. the wire services or other media, or an SEC filing) and the market has had time to digest it. The amount of time required depends on the amount of attention paid to the issuer in the markets, varying from a couple of hours for the largest companies to several days in the case of thinly traded issues.
(c) A Duty of Trust or Confidence . In addition to the sort of insider relationships such as acting as a director of or adviser to an issuer that impose this obligation, a duty of trust or confidence also exists in other circumstances such as the following:
(i) |
whenever a person agrees to maintain information in confidence; |
(ii) |
whenever one enters into a relationship the nature of which implies a duty to maintain the information in confidence; and |
(iii) |
whenever the person communicating the inside information and the person to whom it is communicated have a practice of sharing confidences, such that the recipient of the information knows or reasonably should know that the person communicating the inside information expects that the recipient will maintain its confidentiality. This may apply to family relationships as well as business relationships. |
Ordinary research contacts by Covered Persons not involving the factors described above or other special
Page | - 3 -
circumstances should not result in a duty of trust or confidence. However, difficult legal issues may arise when, in the course of these contacts, Covered Persons become aware of material, nonpublic information. This could happen, for example, if an issuers chief financial officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In any case where you believe you have learned material inside information, you should consult Regulatory Compliance about your obligations.
(c) Tender Offers . Information about a pending tender offer raises particular concerns, in part because such activity often produces extraordinary movements in the target companys securities and in part because an SEC rule expressly prohibits trading and tipping while in possession of material, nonpublic information regarding a tender offer.
(d) Penalties . Insider trading or improperly communicating inside information to others may result in severe penalties, including large personal fines and/or imprisonment. In addition, such actions may expose the firm to fines as well as serious legal and regulatory sanctions. We view seriously any violation of these prohibitions and would consider it grounds for disciplinary action, including termination of employment.
(e) Judgments and Concerns about Inside Information . Judgments in this area tend to be made with hindsight. It is particularly unwise to make them on your own, without the input of a disinterested person. Anyone who is unsure whether the insider trading prohibitions apply to a particular situation should:
(i) |
report the circumstances immediately to the CCO; |
(ii) |
refrain from any trading activity in the respective security on behalf of clients or personally; and |
(iii) |
not communicate the inside information to anyone inside or outside of the firm with the exception of the CCO. |
5.3 Market Manipulation . It is essential that no Covered Persons engage in any activity the purpose of which is to interfere with the integrity of the marketplace. Among other things, intentionally manipulating the market is a violation of law and of the firms policies and standards of conduct. The term manipulation generally refers to any intentional or deliberate act or practice in the marketplace that is intended to mislead investors in a security by artificially controlling or affecting the price of such security in the marketplace. For example, manipulation may involve efforts to stimulate artificially the public demand or to create the false appearance of actual trading activity. Practices that may constitute manipulative acts include:
(a) portfolio pumping (submitting orders to purchase securities in a client account near the close of trading on the last day of a period for which performance will be reported ( e.g. , quarter-end));
(b) window dressing (adding or eliminating securities holdings of a client on or around the date for which the clients holdings will be reported solely in order to make the clients holdings appear more favorable to the client ( e.g. , by eliminating a poorly performing holding or acquiring a security that has performed well));
(c) marking the close (executing securities transactions at or near the close with a purpose of inflating the days price);
(d) wash sales (selling a security at a loss and purchasing the same or a substantially similar security soon afterwards);
(e) front running (transacting in a security for ones own account, or the account of client, while taking advantage of advance knowledge of another clients pending transactions (such as client flows or a clients trade program));
(f) spreading false rumors;
Page | - 4 -
(g) disseminating false information into the marketplace that could reasonably be expected to cause the price of a security to increase or decrease;
(h) matching orders (buying a security with a low turnover and subsequently placing contemporaneous buy and sell orders for the security for substantially the same number of securities at substantially the same time and at substantially the same price, with the aim of conveying an appearance of renewed interest in the security);
(i) pumping and dumping (promoting a stock and selling once the stock price has risen following a surge of interest);
(j) painting the tape (buying and selling a security to create the appearance of high trading volume (causing the price of the security to move in a desired direction)); and
(k) cornering and squeezing (attempting to control of a large and dominating security position in a market in order deliberately to increase the price of the security).
The rules against market manipulation do not mean that merely trying to acquire or to dispose of an instrument for investment purposes and incidentally affecting the price is unlawful. Covered Persons with any questions whether any transaction may constitute market manipulation should contact the CCO.
6. |
Additional Fiduciary Obligations |
6.1 In General . As fiduciaries, Covered Persons must place client interests first, avoiding conflicts of interest between personal and client and/or firm matters even if not expressly prohibited by law. No Covered Person may:
(a) |
employ any device, scheme or artifice to defraud a client; |
(b) |
make any untrue statement of material fact or material omission in communications to clients; |
(c) |
engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon a client; or |
(d) |
engage in any manipulative practice with respect to a client. |
The scope of these prohibitions is very broad. It covers taking advantage of client transactions (including client flows) or information for the benefit of a personal or firm proprietary account, including such practices as scalping, front-running, and (with respect to investment companies advised by us) market timing. In addition, one may not take advantage, for the benefit of a personal or firm proprietary account, of an investment opportunity that is presented because of client activity and, therefore, properly belongs to the client.
In addition, the firm and every Covered Person are prohibited from knowingly purchasing or selling a security or other asset from or to a client account for its, his or her own account.
Investment opportunities (including allocation of partially-filled block trades) must be allocated fairly between client accounts (including Arrowstreet Sponsored Funds).
When we serve as an investment adviser to an investment company, we are bound by any restrictions contractually agreed with such investment company.
All Covered Persons are required to disclose in writing to Regulatory Compliance any situation that creates an actual or potential conflict between their interests and those of the firm or our clients.
6.2 CFA Institute Responsibilities for Investment Personnel . Many of our investment and other professionals are members of the CFA Institute, and are Chartered Financial Analyst ® (CFA ® ) charterholders (or
Page | - 5 -
candidates to be CFA charterholders). As such, there are additional responsibilities incumbent upon such individuals to comply with the CFA Institutes Code of Ethics. The following rules and responsibilities apply to Covered Persons who are CFA charterholders, candidates to be CFA charterholders and all other research and investment personnel:
(a) Suitability . Our fiduciary duty includes the duty to ensure that the investment advice we provide is suitable for a particular client. When accepting a new client, a reasonable inquiry must be made into the clients investment experience, risk and return objectives, and financial constraints. These issues must also be reassessed regularly. All investment personnel must ensure that each investment decision is consistent with the clients written objectives, mandates, strategies, and constraints.
(b) Performance Presentation . When communicating investment performance information, investment personnel must make reasonable efforts to ensure that it is fair, accurate and complete and, where applicable, compliance with Global Investment Performance Standards (GIPS).
(c) Investment Analysis . Investment personnel must exercise diligence, independence and thoroughness in analyzing investments, making investment recommendations and taking investment actions. They must also have a reasonable basis, supported by appropriate research, for any investment analysis, recommendation or action.
Investment personnel must communicate to clients and prospective clients the general principles of the investment processes used to analyze investments, select securities and construct portfolios, and must promptly disclose any changes that might materially affect those strategies. Investment personnel and marketing representatives should endeavor to provide as much transparency about the investment process and changes to that process as possible without compromising the need to maintain as proprietary many elements of the investment process. When in doubt, senior members of our investment team should be consulted before new or unapproved investment-related information is divulged on an external basis. It is also necessary to distinguish between fact and opinion in the presentation of investment analysis and recommendations.
Records to support investment analysis, recommendations, actions and other investment-related communications with clients and prospective clients must be maintained.
(d) Disclosure of Referral Fees . It is our policy not to pay referral fees or commissions to firm personnel who solicit clients on behalf of the firm.
(e) Responsibilities of Supervisors . Investment personnel must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the CFA Institutes Code of Ethics.
(f) Additional Responsibilities for CFA ® Charterholders . CFA charterholders must not engage in any conduct that compromises the reputation or integrity of the CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations. When referring to the CFA Institute, the CFA designation and the CFA program, members and candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.
(g) Additional Responsibilities for Investment Personnel who are National Futures Association Members . Many of our investment and other professionals are members of the National Futures Association (NFA) as an Associated Person (AP). As such, there are additional responsibilities incumbent upon such individuals to comply with NFA rules and regulations. For more information please refer to our CFTC/NFA Compliance Manual.
7. |
Gift Policy |
7.1 Gifts are Generally Prohibited. Giving or receiving Gifts (as defined below) in the course of conducting firm business may give rise to actual or perceived conflicts of interest which could compromise (or call into question) a persons ability to make objective and fair business decisions in the best interests of our firm and clients. Accordingly, our policy is that no Covered Person, while acting for or on behalf of the firm or any client (or otherwise representing the firm in any capacity), shall give or receive any Gift to any person or entity (including any
Page | - 6 -
client, consultant, or other third party provider of goods and services to the firm or our affiliates, or any service provider under consideration for engagement) except to the extent permitted under this Section 7, and, in all circumstances, any Gift given or received must meet the following conditions:
(a) the Gift is not prohibited by law (e.g., bribe, kick-back);
(b) the Gift is not in the form of cash or a cash equivalent (such as gift cards or gift certificates);
(c) the Gift is not considered entertainment (e.g., an invitation or ticket to a sporting event, concert, show, certain after work events, or other similar event or activity); and
(d) the Gift is not prohibited by the policies of the giver or recipient.
A Gift is anything of value given or received in relation to our business and specifically does not include execution or research related services from brokers or other service providers as an incident to doing business (the receipt of these items is covered by our Soft Dollar and Broker Incidentals Policy). A Gift can take various forms and includes gratuities, favors, preferential treatment or special arrangements (including entertainment, such as meals, events or activities (regardless of whether the Covered Person pays their own way).
As a best practice, it is advisable to consult with Regulatory Compliance in advance of giving or accepting any Gift that could be construed to violate this Section 7.
7.2 Exceptions to General Gift Prohibition. The following Gifts are allowed under the Code:
(a) Receipt of the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:
(i) |
logo bearing corporate promotional items (such as a calendars, pens, mugs or the like) intended for business, |
(ii) |
perishable items, such as food or beverages, so long as such items are made available for firm-wide consumption, |
(iii) |
meals outside our offices provided by any client, prospective client or investment consultant to members of Business Development/Client Relationship Management (or any member of any other group participating in such business matters, such as members of Portfolio Management or Research), where such meals are conducted at business appropriate venues for legitimate business purposes. |
(iv) |
items of small value (e.g., meals in connection with business meetings not covered in (iii) above) which do not exceed $50 in market value in the aggregate from any single source in any one calendar year for any individual Covered Person; |
(v) |
invitations to educational or business-related seminars, conferences, webinars, speeches, presentations, roundtables and the like (including if such event includes a meal ancillary to the event); and |
(b) Giving the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:
(i) |
meals in our office to any person for legitimate business purposes; and |
(ii) |
meals outside our offices to any client, prospective client or investment consultant by members of Business Development/Client Relationship Management (or any member of any other group participating in such business matters, such as members of Portfolio |
Page | - 7 -
Management or Research), where such meals are conducted at business appropriate venues for legitimate business purposes. |
(c) Any other giving or receiving of Gifts approved in writing by the CCO where the giving or receipt of such gift is consistent with the intent of this Section 7.
7.3 Gifts to Taft-Hartley and Public Plan Clients and Prospects . Many U.S. and non-U.S. federal, state and local governments, as well as U.S. Department of Labor rules applicable to unions, restrict gratuities to, and entertainment of, representatives benefit plan representatives. The rules vary in different jurisdictions; in some instances, the dollar thresholds above which gratuities or entertainment are unlawful may be quite low. Accordingly, no Gift in any amount should be provided to representatives of governmental or union pension plans without the approval of the CCO.
7.4 Gift Reporting . Covered Persons are required to report to Regulatory Compliance the giving or receiving of any Gift within 30 days of each calendar quarter (other than permitted Gifts described in Section 7.2(a) and (b) above) on the Covered Persons gifts and entertainment quarterly certification via ComplySci.
7.5 Foreign Corrupt Practices Act . The U.S. Foreign Corrupt Practices Act (FCPA) makes it unlawful for any U.S. company - as well as any of its officers, directors, employees, agents or stockholders acting on its behalf - to offer, pay, promise or authorize any bribe, kickback or similar improper payment to any foreign official, foreign political party or official or candidate for foreign political office in order to assist the U.S. company in obtaining, retaining or directing business. Violators are subject to severe civil and criminal penalties, up to and including imprisonment. Other countries have similar laws, including the UK Bribery Act.
The FCPA not only prohibits direct payments to a foreign official, but also prohibits U.S. companies from making payments to third parties - such as a foreign partner, sales agent or other intermediary - with knowledge that all or a portion of the payment will be passed on to a foreign official. The FCPAs definition of knowledge is broader than actual knowledge. A company is deemed to know that an agent or other intermediary will make an improper payment if it is aware of, but consciously disregards, a high probability that such a payment will be made. The purpose of this standard is to prevent companies from adopting a head in the sand approach to the activities of their foreign agents and partners. Accordingly, before the Firm retains any agent or intermediary who may be involved in soliciting a potential investment from, or other transaction with, a foreign government or government entity, written approval must be obtained in advance from the CCO.
Our policy is to comply with the FCPA and all other applicable laws against bribery and other improper payments. No payment on behalf of the firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that prescribed by the documents supporting such payment. It is strictly prohibited for any person, directly or indirectly, to offer to make any bribes, kickbacks, rebates or other payments to any company, financial institution, person or governmental official to obtain favorable treatment in receiving or maintaining business (it being understood that giving meals to any foreign official, foreign political party or official or candidate for foreign political office in the context of business development or client relationship activities where such meals are conducted at business appropriate venues for legitimate business purposes and which are not so frequent, so costly or so expensive as to raise any questions of impropriety should be compliance with these rules.
7.6 Charitable Giving. Covered Persons are advised that donations to certain organizations (many of which appear to be charitable organizations) may result in a violation of the firms Political Activity Policy. Covered Persons are advised to closely review the firms Political Activity Policy and to reach out to Regulatory Compliance prior to making any charitable donations or contributions to any entity or organization that is not a recognized 501(c)(3) entity.
8. |
Outside Business Activities |
8.1 Access Persons . Every Access Person must receive approval from Regulatory Compliance prior to engaging in any outside business activity. An outside business activity for purposes of the Code refers to (i) any business or other activity outside the scope of such persons position with the firm for which compensation is
Page | - 8 -
received; or (ii) any activity involving investment advice or other securities-related functions whether or not compensated for any person or entity, other than a Member of the Family (or any trust or other investment vehicle established and controlled by any such person). Outside business activities may include the following:
(a) |
teaching; |
(b) |
consulting; |
(c) |
business association with any person not associated with the firm; |
(d) |
service on the board of directors or as trustee of any organization; |
(e) |
professional practices; and |
(f) |
presentations at seminars and conferences. |
Access Persons may seek approval of any outside business by submitting an approval request via ComplySci. Any such request will be reviewed for potential conflicts of interest and such activity may be approved, restricted or disapproved. Such analysis will take into account existing business relationships, including those designated as sensitive by Regulatory Compliance. Outside business activities by Covered Persons are required to be certified annually via ComplySci.
Compensation received by Access Persons for certain types of outside business activities may be required to be paid to the firm. Access Persons are prohibited from serving as an officer, director, advisor or, or consultant to, a publicly traded company.
8.2 Non-Access Persons . Every non-Access Person must receive approval from the CCO or CEO prior to engaging in any outside business activity in accordance with agreed upon procedures. Such analysis will take into account existing business relationships, including those designated as sensitive by Regulatory Compliance. Although non-Access Persons may serve as an officer, director, employee or consultant of a publicly traded company, such person shall recuse himself or herself from any firm board matter in which such non-Access Person may be conflicted as a result of such.
9. |
Personal Securities Trading by Access Persons |
9.1 In General. Access Persons are required to obtain preclearance of transactions in Securities that they Beneficially Own, as described below. They are also required to provide the firm with reports of such Securities transactions and holdings.
9.2 Definitions. The following definitions apply to this Section 9:
(a) Beneficial Ownership means a direct or indirect pecuniary (financial) interest held by the Access Person. Indirect interests include the pecuniary interest of any Member of the Family (defined below) of the Access Person, certain family trusts, family custodial accounts, entities controlled by the Access Person, portfolios from which the Access Person may receive a performance fee, and other circumstances in which the Access Person may profit, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, from transactions in the respective Securities, as defined further in SEC Rule 16a-1(a)(2).
(b) Covered Account means a brokerage or other similar financial account that holds, or has the ability to hold, Securities and in which an Access Person has Beneficial Ownership.
(c) Electronic Broker means a brokerage or other similar financial account that has the ability to electronically feed holdings and transaction information into ComplySci and which are approved by the firm for this purpose.
(d) Member of the Family of an Access Person means (i) the Access Persons spouse, domestic
Page | - 9 -
partner or other similar relationship, (ii) the Access Persons children under the age of 18 and any other child who lives in the same household or for whose support the Access Person contributes, and (iii) any of the following who live in the Access Persons household: stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships. It may be possible for Access Persons to exclude accounts held personally or by immediate family members sharing the same household if the Access Person does not have any direct or indirect influence or control over the accounts. Any such exclusion must be approved by the CCO.
(e) Restricted Fund means any U.S. or non-U.S. registered investment company that is offered to the public and for which the firm serves as an investment adviser or whose investment adviser or principal underwriter controls, is controlled by, or is under common control with the firm. A list of Restricted Funds may be obtained from Regulatory Compliance or may be viewed/printed from the Legal & Compliance page of the firm intranet.
(f) Security means any note, stock, exchange-traded fund (subject to Section 9.3(d)(vi) below), closed-end investment fund, security future, bond, debenture, investment contract, voting-trust certificate, certificate of deposit for a security, any put, call, straddle, option, or privilege on any security or on any group or index of securities, or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument described in Section 2(a)(36) of the Investment Company Act or commonly known as a security, except that Security does not include: (i) direct obligations of the Government of the United States, (ii) foreign currencies traded for exchange conversions and deliverable forward foreign currency contracts (e.g., converting US Dollars to a foreign currency for personal use or presently purchasing a currency for future delivery of a different currency) (iii) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iv) money market fund shares, (v) shares issued by open-end investment companies that are registered under the U.S. Investment Company Act of 1940 and which are not Restricted Funds, and (vi) units of unit investment trusts that do not invest in Restricted Funds.
9.3 Preclearance Requirement . Except as provided in Section 9.3(d), each Access Person must obtain written preclearance from Regulatory Compliance before any person effects any transaction in a Security of which the Access Person has (or as a result of which transaction s/he acquires) Beneficial Ownership. For this purpose, transaction means any acquisition or disposition of Beneficial Ownership, which includes but is not necessarily limited to purchases, sales, pledges, gifts, and writing options with respect to the Security. It should be noted that preclearance for a transaction in a Security is rarely granted, except under the circumstances described below or in Section 9.3(i).
(a) Automatically Ineligible . Except as provided in Section 9.3(i) below or as otherwise approved by the CCO, transactions in (i) Securities that involve or are related to global public equities or corporate debt, (ii) derivative instruments (including futures and swaps) that are likely to be traded on behalf of client accounts, and (iii) non-deliverable currency contracts and other speculative transactions in currencies are, in each case, presumptively considered automatically ineligible for preclearance as they may conflict with, or give the appearance of conflicting with, client interests.
(b) Likely Eligible . Transactions in Securities other than those described in Section 9.3(a) above are considered likely eligible for preclearance. In reviewing these types of preclearance requests, we acknowledge that investments in these types of Securities may not present the same potential conflicts of interest and other concerns that arise in transactions identified in Section 9.3(a) above. Similarly, investments by a Member of the Family in employer sponsored investment vehicles, regardless of investment strategy, may not present the same potential for conflicts of interest. Accordingly, Access Persons, or Members of the Family of an Access Person, wishing to invest in these types of Securities are more likely to obtain preclearance (on an individual transaction or program basis). Access Persons should be aware that the sale or other disposition of any Securities received in respect of a Security for which preclearance was granted (e.g., a distribution of securities in lieu of cash to investors in connection with a private fund portfolio company liquidity event) shall, for the avoidance of doubt, be subject to the firms preclearance policy.
(c) Preclearance Service Charge Select Private Investments . Access Persons will be assessed a $1,000 service charge for preclearance requests relating to the purchase or sale of private fund investments or other
Page | - 10 -
similarly complex private investments, except in the case of proposed investments in employer-sponsored investment funds, in which case the service charge will be $1,000 for a review of the investment program as a whole. Notwithstanding the above, Regulatory Compliance may provide (at no charge) an initial assessment of the likelihood of granting preclearance; however, no guarantee of approval of preclearance will be made and any requests should allow ample time to review the proposed investment. The service charge will not apply to Securities for which preclearance was previously granted, certain follow-on investments in connection with a previously precleared transaction, or with respect to preclearance requests to sell existing positions as described in Section 9.3(i).
(d) Exceptions to Preclearance Requirement . Preclearance is not required for the following transactions:
(i) |
The receipt of Securities as a gift, inheritance or bequest; |
(ii) |
The exercise of involuntary corporate actions involving a Security, such as receipt of a stock dividend, spin out shares, and the like; |
(iii) |
The grant of employee stock options, restricted stock or other similar instrument to a spouse or Member of the Family (and any subsequent vesting associated therewith); |
(iv) |
The exercise of employee stock options by a Covered Person or a spouse or Member of the Family of a Covered Person (for avoidance of doubt, this does not apply to an exercise and sale or cashless exercise of any such employee stock option). |
(v) |
The purchase of Securities pursuant to certain automatic investment plans, so long as preclearance is obtained for the establishment of, and for any change in, such plan; |
(vi) |
The purchase or sale of Securities in an account in the name of an Access Person or for which an Access Person has Beneficial Ownership (A) that was not established by the Access Person or a Member of the Family of the Access Person and (B) over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control; |
(vii) |
The purchase or sale of shares or units of any investment option offered in the firms 401(k) plan; |
(viii) |
The purchase or sale of shares or interests in collective investment trusts sponsored by U.S. banks through a 401(k) plan of the employer of the Access Person or the Member of the Family of the Access Person; and |
(ix) |
The purchase or sale of shares or units of any exchange traded fund (ETF) which is included on the list of approved ETFs maintained by Regulatory Compliance and posted on the Legal & Compliance page of the firm intranet. |
As a reminder, transactions in Securities that are exempt from preclearance under this Section 9.3(d) may need to be reported under Section 9.4 below, whether or not preclearance was required.
(e) Requesting Preclearance . Access Persons may request preclearance for a securities transaction via ComplySci. Regulatory Compliance will promptly notify each individual of approval or denial via ComplySci or electronic mail. Approval is valid solely for the period/trade day, and on the terms, specified by Regulatory Compliance, unless sooner revoked.
(f) Grounds for Denying Preclearance . Regulatory Compliance may deny or impose conditions on preclearance of any proposed transaction in Securities if, in the opinion of the CCO, such transaction would be, or would appear to be, inconsistent with the firms legal or fiduciary obligations. Regulatory Compliance is entitled to
Page | - 11 -
take any relevant consideration into account in determining whether to grant or deny preclearance. Regulatory Compliance may revoke a preclearance at any time after it is granted and before the transaction is effected. Reasons for denying preclearance may be confidential to the firm, and no reason need be stated.
(g) Short Term Trading . No Access Person may effect opposite way transactions (i.e. buying and selling or short selling and buying) within a 60-calendar day window in any Security of which he or she has Beneficial Ownership; provided, however, that this Section 3(g) shall not be applicable with respect to transactions in any of the following:
a. |
shares or units of any exchange traded fund (ETF) which is included on the list of approved ETFs maintained by Regulatory Compliance as contemplated by Section 3(d)(vi); |
b. |
shares or units of any investment option offered in the firms 401(k) plan as contemplated by Section 3(d)(vii); and |
c. |
shares or interests in collective investment trusts sponsored by U.S. banks bought and sold through a 401(k) plan of the employer of the Access Person or the Member of the Family of the Access Person as contemplated by Section 3(d)(viii). |
(h) Personal Risk . Our compliance procedures may add to the risks involved in trading in short sales or derivative instruments by impeding quick trading decisions often required when trading these instruments. It is important that each Access Person is aware that any financial losses incurred as a result of denial of preclearance or other aspects of our compliance policy will not be reimbursed by us.
(i) Quarterly Preclearance Procedure for Long-Only Sales or Closing of Short Positions . Access Persons may seek preclearance on a quarterly basis to sell long-only securities positions or to purchase securities in order to close-out short positions held by such Access Person. Selling short or selling of derivative instruments such as puts, calls and options are not permitted under this quarterly preclearance procedure. To request preclearance, a preclearance request must be submitted via ComplySci in accordance with Section 9.3(e) of the Code at least 10 days prior to the first business day of a given quarter. Regulatory Compliance will review each preclearance request and notify the Access Person of approval or denial via ComplySci or electronic mail prior to the first business day of the given quarter. If preclearance is granted, the Access Person will be permitted to sell such precleared securities positions on either (i) the 30th day of the quarter for which preclearance was granted (if the 30th day is not a business day, the next business day thereafter); or (ii) such other later date as mutually agreed at the time preclearance was granted.
Access Persons must comply with the terms of the applicable preclearance, including the specified trade date, number of shares for which preclearance was granted, etc., it being understood that the number of shares may be subject to adjustment as a result of involuntary corporate actions, such as stock split or stock dividend).
9.4 Access Person Account and Transaction and Holdings Reporting Requirements .
(a) Covered Account Reporting Requirements; Electronic Broker Feeds . Except to the extent described in Section 9.4(b) below, all Covered Accounts must be reported via ComplySci and maintained with Electronic Brokers; provided that (i) new employees will have 90 days following their start date to transition any Covered Account that is not with an Electronic Broker to an Electronic Broker; and (ii) in the event of a material hardship or any other fact or circumstance that would prevent the establishment or maintenance of a Covered Account with an Electronic Broker, the CCO may waive such requirement.
(b) Exception to Covered Account Reporting Requirements . The following Covered Accounts are exempt from the reporting requirements in Section 9.4(a) above:
(i) |
an account in the name of an Access Person or for which an Access Person has Beneficial Ownership (i) that was not established by the Access Person or a Member of the Family of the Access Person, and (ii) over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control; |
Page | - 12 -
(ii) |
an automatic investment plan; provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance; |
(iii) |
an account established as a qualified tuition program pursuant to Section 529 of the Internal Revenue Code (529 Plans) if we do not manage, distribute, market, or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan; and |
(iv) |
an account that, by its terms, does not have the ability to hold Securities (e.g., certain 401(k) or 403(b) accounts or an account maintained at a mutual fund company (e.g., Vanguard)); provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance. |
(c) Initial and Annual Holdings Reports . Access Persons must certify holdings via ComplySci within the timeframe required by Regulatory Compliance, which for an initial holdings certification is required to be within 10 calendar days of becoming an Access Person and for an annual holdings certification is required to be within 45 calendar days of December 31 or June 30 of each year. Such certification must include the following information with respect to each Security held by such Access Person, it being understood that such information is generally expected to be provided via Electronic Broker feed(s) to ComplySci, as applicable:
(i) |
the title and exchange ticker symbol or CUSIP number, type of security and number of shares or principal amount of each Security in which the Access Person had any Beneficial Ownership (alternatively, the Access Person may request that duplicate brokerage account statements be sent to the attention of Regulatory Compliance); |
(ii) |
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held in which the Access Person has Beneficial Ownership; and |
(iii) |
the date that the report is submitted by the Access Person. |
Access Persons holding interests in private funds should certify to the following information: (i) the name of the fund, (ii) the units/shares/interest held in such fund and (iii) the value of such interest.
Access Persons reporting Securities transactions electronically via ComplySci need only certify that no other Securities transactions took place during the quarter, provided that such electronic reporting (i) is provided by the deadline required for the quarterly report in which the transactions or brokerage accounts must be reported; and (ii) include all information required under Section 9.4(d) of this Code. Please refer to the Annual Report of Securities Accounts in ComplySci for detailed information on this requirement.
Access Persons reporting Securities transactions via paper confirmations and periodic statements must ensure that they manually add these transactions to their account(s) on ComplySci and provide such statements to Regulatory Compliance by the required deadlines noted above.
(d) Quarterly Transaction and Broker Account Reports . No later than 30 days after the end of each calendar quarter, every Access Person shall (except as provided in Section 9.4(b) above) report to Regulatory Compliance the following information, as required in the Quarterly Report of Transactions in ComplySci, as applicable, it being understood that such information is generally expected to be provided via Electronic Broker feed(s) to ComplySci, as applicable:
(i) |
With respect to each transaction of any type during the quarter in a Security in which the Access Person had Beneficial Ownership: |
(A) |
the date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares or the principal amount of each Security involved; |
Page | - 13 -
(B) |
the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition); |
(C) |
the price of the Security at which the transaction was effected; |
(D) |
the name of the broker, dealer or bank with or through which the transaction was effected; and |
(E) |
the date that the report is submitted by the Access Person. |
(ii) |
Except as provided in 9.4(c) below, with respect to each account maintained by the Access Person in which any Securities were held during the quarter in which the Access Person had any direct or indirect Beneficial Ownership: |
(A) |
the name of the account holder; |
(B) |
account type; |
(C) |
the name of the broker, dealer or bank with which the Access Person established the account; |
(D) |
the date the account was established; and |
(E) |
the date that the report is submitted by the Access Person. |
(e) Review of Reports . Regulatory Compliance will review transactions and holdings reports (or data feeds) received within a reasonable time after receipt and will carry out periodic testing procedures designed to provide reasonable assurance that the transactions and holdings reported are not in violation of this Code. Such procedures will not only review compliance with internal policies but will also review whether personal trades were made at the detriment of client trading activities. Regulatory Compliance is responsible for communicating all potential issues noted to the CCO for further investigation and resolution.
(f) Notice - Personal Trading Rules Subject to Change . Our personal trading rules are subject to change. For example, the firm may expand its product set to include a broader universe of instruments, and the firms eligibility policy described in Section 9.3(a) and (b) may be further limited at that time. Similarly, the exceptions to preclearance identified in Section 9.3(d), such as the list of approved exchange traded funds, and the list of Restricted Funds, may change. While it is expected that any existing investments in a Security held by an Access Person (including any approved private funds) would be grandfathered, additional trading restrictions may apply, including liquidity restrictions.
10. |
Acknowledgements. |
Regulatory Compliance will furnish copies of this Code and all amendments hereto to all Covered Persons (including posting on the Legal & Compliance page of the firm intranet). Annually (and connection with any material amendment), each Covered Person is required to certify via ComplySci that he or she has read and understood the Code and that he or she has complied (or, with respect to any amendment, will comply) with the Code for the applicable period.
11. |
Duty to Report Violations. |
Each person should ask questions, seek guidance, and express any concerns regarding compliance with this Code or any of our other policies. Anyone who believes that any person has engaged or is engaging in conduct that violates applicable law or this Code must promptly report that information to the CCO or the Chief Executive Officer, who in turn must report it to the CCO. The CCO will be responsible for notifying the Operating Committee and the Board of Directors and furnishing any information appropriate to address any violation.
Page | - 14 -
12. |
Accountability for Violations of this Code. |
Failure to comply with the standards required by this Code will result in disciplinary action that may include, without limitation, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary and/or bonus payments, selling of positions, disgorgement of profits, discharge or removal, and restitution. Certain violations may be referred to public authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not promptly report it, also will be subject to disciplinary action, up to and including discharge.
13. |
Record Keeping. |
We will maintain the following records concerning the administration of this Code:
(a) In an easily accessible place, a copy of this Code of Ethics (and any prior Code of Ethics that was in effect during the past six years);
(b) A record of any violation of this Code and of any action taken as a result of such violation, for a period of six years following the end of the fiscal year in which the violation occurs;
(c) A copy of each report (or brokerage confirmation or statement in lieu of a report) submitted under Section 9 of this Code for a period of six years from the end of the fiscal year in which the report was submitted, provided that for the first two years such reports must be maintained and preserved in an easily accessible place (and, to the extent required by law, such records shall be maintained electronically in an accessible computer database);
(d) A list of all persons who are, or within the past six years were, required to make or required to review, reports pursuant to Section 9 of this Code of Ethics;
(e) A copy of each report or questionnaire response provided to the board of any investment company client as described in Section 14, for a period of six years following the end of the fiscal year in which the report is made, provided that for the first two years such record will be preserved in an easily accessible place; and
(f) A written record of any decision, and the reasons supporting any decision, to approve the trade by an Access Person of any security for a period of six years following the end of the fiscal year in which the approval is granted.
A record of the written acknowledgment of the receipt of this Code and of any amendment hereto provided by each person who is or was a Covered Person at any time during the prior six years.
All such records shall be maintained in an easily accessible place which shall, for at least the first two years be our principal office. Electronic records will be maintained on servers accessible by that office.
14. |
Amendments and Reporting. |
All amendments to this Code are subject to the approval of the CCO. Amendments considered to be material by the CCO shall be submitted to the Operating Committee for approval. The CCO shall report (i) material amendments to the Code to the Chairman of the Audit and Risk Committee of the Board of Directors; and (ii) material violations of the Code to the Board of Directors.
* * *
Page | - 15 -
CODE OF ETHICS | 2019 |
INDEX OF UPDATES |
4 | |||||
1. INTRODUCTION |
6 | |||||
1.1 |
A PPLICATION | 6 | ||||
1.2 |
S COPE | 6 | ||||
1.3 |
P URPOSE | 6 | ||||
1.4 |
S TAFF O BLIGATIONS | 6 | ||||
1.5 |
V IOLATIONS | 7 | ||||
1.6 |
I NTERPRETATION AND W AIVER | 7 | ||||
1.7 |
M ONITORING | 7 | ||||
1.8 |
M ATERIAL C HANGES | 7 | ||||
2. ETHICAL PRINCIPLES |
7 | |||||
2.1 |
I NTRODUCTION | 7 | ||||
2.2 |
G UIDING E THICAL P RINCIPLES | 8 | ||||
2.3 |
R ESOLVING E THICAL I SSUES | 9 | ||||
3. CONFLICTS OF INTEREST |
9 | |||||
3.1 |
I NTRODUCTION | 9 | ||||
3.2 |
I DENTIFICATION AND T YPES OF C ONFLICT OF I NTEREST | 9 | ||||
3.3 |
D UTY TO D ISCLOSE | 10 | ||||
3.4 |
O UTSIDE B USINESS I NTERESTS AND P ERSONAL A SSOCIATIONS | 10 | ||||
3.5 |
G UIDANCE FOR PARTNERS AND STAFF CONSIDERING EXTERNAL APPOINTMENTS | 11 | ||||
4. PERSONAL ACCOUNT DEALING POLICY |
11 | |||||
4.1 |
H IGH L EVEL O VERVIEW | 11 | ||||
4.2 |
G ENERAL R ULE ON PA DEALING | 11 | ||||
4.3 |
A PPLICATION OF P ERSONAL A CCOUNT D EALING P OLICY | 12 | ||||
4.4 |
P ROHIBITED AND E XEMPT S ECURITIES AND T RANSACTIONS | 13 | ||||
4.5 |
P ROCEDURES FOR O BTAINING P ERMISSION | 14 | ||||
4.6 |
P RACTICAL PROCEDURES TO BE FOLLOWED IN SPECIAL CIRCUMSTANCES | 15 | ||||
4.7 |
R EPORTING R EQUIREMENTS | 16 | ||||
4.8 |
S UMMARY TABLE OF S ECURITY T YPES AND P RE -C LEARANCE AND R EPORTING R EQUIREMENTS | 16 | ||||
5. INDUCEMENTS POLICY |
18 | |||||
5.1 |
G UIDELINES | 18 | ||||
5.2 |
R ESTRICTIONS IN C ONNECTION WITH THE S ALE OF P ACKAGE P RODUCTS , I . E . L IFE P OLICIES , OEIC S , U NITS T RUSTS AND ISA S | 22 | ||||
5.3 |
P ACKAGED P RODUCTS G UIDANCE ON R EASONABLE I NDIRECT B ENEFITS | 23 | ||||
5.4 |
FINRA S PECIFIC R EQUIREMENTS FOR R EGISTERED P ERSONS OF BGFS | 24 | ||||
5.5 |
S PECIFIC R EQUIREMENTS FOR E MPLOYEES AND L ICENSED R EPRESENTATIVES OF BGA(HK) | 24 | ||||
6. WHISTLEBLOWING POLICY |
24 | |||||
6.1 |
S COPE AND A PPLICATION | 25 | ||||
6.2 |
UK L EGISLATION | 25 | ||||
6.3 |
O BLIGATIONS FOR B AILLIE G IFFORD | 26 | ||||
6.4 |
W HISTLEBLOWING C HAMPION | 26 |
2
CODE OF ETHICS | 2019 |
6.5 |
R EPORTING | 26 | ||||
6.6 |
I NTERNAL R EPORTING | 26 | ||||
6.7 |
S UBMITTING A R EPORTABLE C ONCERN | 26 | ||||
6.8 |
E XTERNAL R EPORTING | 27 | ||||
6.9 |
F ALSE A CCUSATIONS | 27 | ||||
6.10 |
C LIENT S PECIFIC W HISTLEBLOWING O BLIGATIONS | 27 | ||||
6.11 |
A NNUAL R EPORT | 27 | ||||
6.12 |
T RAINING & A WARENESS | 27 | ||||
7. ACKNOWLEDGEMENT AND CERTIFICATION |
28 | |||||
7.1 |
R ECEIPT AND A CKNOWLEDGEMENT OF THE C ODE | 28 | ||||
7.2 |
A NNUAL R EPORT TO B AILLIE G IFFORD B OARDS | 28 |
3
CODE OF ETHICS | 2019 |
Index of Updates
Date | Reason for change |
Material Change |
Regulatory Requirement |
|||
October 2017 | Changes made to reflect MiFID II requirements. New requirements on Inducements relating to MiFID, equivalent third country or optional exemption business under FCA COBS 2.3A for firms which make personal recommendations to a retail client in the UK and, in particular, rules on inducements relating to the provision of investment services and ancillary services that the FCA will adopt under new FCA COBS 2.3A 5R. Chapter 5 updated with minor housekeeping changes throughout. | Yes | Yes | |||
May 2018 |
4.5.1. Separate broker notification letter for BGFS representatives no longer required. 4.5.1. New paragraph added about broker confirmations. 4.8. Minor updates to description of unlisted investments in the summary table. Minor housekeeping changes throughout the policy to change all references to holdings reports to Code of Ethics Declarations. |
No | No | |||
August 2018 | Minor updates to summary table in section 4.8 to include references to cryptocurrencies and structured deposits. | No | No | |||
September 2018 | Removal of references to Baillie Gifford Life Limited. This entity is no longer carrying out insurance business and has applied for the cancellation of all its regulatory permissions. | No | No | |||
October 2018 | New Guidance for partners and staff considering external appointments section added to the Conflicts of Interest chapter of the Code of Ethics Policy, plus a link to the guidance note. Not a material change as this is the publication of guidance and not a Code of Ethics Policy change. Summary table in section 4.8 updated to consolidate the two rows relating to exchange traded funds into one row. | No | No | |||
November 2018 | Housekeeping update to the PA dealing policy following changes to the workplace pension arrangements. | No | No | |||
January 2019 |
Additional client requirement added to the list of clients with specific requirements link in section 5.1.15. Change of job title for Lindsay Gold from Head of Compliance to Compliance Director (Page 5). Reference to CFTC added in Section 6.0. |
No No No |
No No Yes |
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CODE OF ETHICS | 2019 |
Letter from the Joint Senior Partner and Compliance Director
Dear Colleagues,
The Code of Ethics Policy is a very important area for us because our clients have put a great deal of trust in Baillie Gifford to manage their assets in their long-term interests. For us to respect that trust there are two things that we must focus on:
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Firstly, making sure that we put clients interests at the heart of everything that we do; and |
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Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client. |
The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the window on the culture of the firm. They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.
Regulators have also put culture at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by acting with integrity.
The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Monitoring, Ethics and Conduct Assurance team or email CodeofEthicsQueries@bailliegifford.com.
Thank you.
Andrew Telfer | Lindsay Gold | |
Joint Senior Partner of Baillie Gifford & Co |
Compliance Director and Chief Compliance Officer of Baillie Gifford Overseas Ltd |
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CODE OF ETHICS | 2019 |
1. Introduction
1.1 |
Application |
The Code of Ethics applies to
|
All employees of Baillie Gifford entities |
|
Partners |
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Fixed term, temporary and agency staff |
|
Interns and summer students |
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Secondees |
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Individuals providing services via Personal Service Companies |
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Contractors (with systems access) |
Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the Personal Responsibilities section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as access persons for the purposes of US securities laws.
1.2 |
Scope |
The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Groups Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA and US SEC requirements.
The Code of Ethics covers:
|
guiding ethical principles which apply to all staff |
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managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff |
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personal dealings in shares |
|
receiving and giving of gifts, hospitality and other forms of inducement. |
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Whistleblowing Policy. |
1.3 |
Purpose |
At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.
1.4 |
Staff Obligations |
As a member of staff, you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:
|
Read and adhere to the Code of Ethics. If you have any questions, please email CodeofEthicsQueries@bailliegifford.com (secure mailbox); and |
|
Complete and submit a Code of Ethics Declaration and submit a Certificate of Compliance on first becoming a member of staff and annually thereafter. |
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CODE OF ETHICS | 2019 |
You will be provided with details of any changes to the Code at the time these are made. Training will be provided on the terms of the Code as part of your staff induction and annually thereafter, or more frequently in the event of a material change.
1.5 |
Violations |
Failure on the part of members of staff or their Connected Persons (where applicable) to follow these procedures will be taken seriously and regarded as a disciplinary matter under the rules and procedures set out in the Staff Handbook. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice.
Any member of staff who becomes aware of a violation of the Code of Ethics must promptly report that violation to the Head of Compliance, who may, at his discretion, refer the violation to the Legal and Compliance Partner as well as the relevant Board and Compliance Committee for resolution in terms of section 1.6 below.
1.6 |
Interpretation and Waiver |
With respect to matters of interpretation or dispute arising under the Code of Ethics, the Head of Compliance may refer to the Compliance Committee of Baillie Gifford who may, exercising their reasonable judgment, make determinations as to the meaning and effect of the Code of Ethics. The Head of Compliance may, in consultation with the Compliance Committee, grant written waivers of the provisions of the Code in appropriate instances. However, waivers will be granted only in rare instances and some provisions of the Code that are mandated by law or regulation cannot be waived. The Head of Compliance is responsible for maintaining appropriate records of and preparing any reports required with respect to, any waivers of provisions of the Code.
1.7 |
Monitoring |
Adherence by staff to the terms of the Code will be monitored by the Compliance Department. The issue, receipt and content of Code of Ethics Declarations and Certificates will be co-ordinated and monitored by that Department. Regular monitoring of personal account dealing, gifts and entertainment records and other forms of inducements will also be undertaken to ensure there are no actions which are contrary to our regulatory obligations and that we always act in the best interests of clients. The results of this monitoring will be reported to the relevant Boards and Compliance Committee.
1.8 |
Material Changes |
Material changes to the Code of Ethics must be ratified by the relevant Boards of the SEC regulated firms and investment companies within the Group and the Groups Compliance Committee.
2. Ethical Principles
2.1 |
Introduction |
Baillie Giffords reputation and success is based upon its professionalism and maintenance of high ethical standards. It is expected and indeed demanded from our clients that we adhere to robust ethical standards in all aspects of our activities.
This section of the Code of Ethics sets out guiding principles which apply to all staff relating to ethical conduct. It also provides some guidance on addressing and resolving ethical issues.
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CODE OF ETHICS | 2019 |
In addition, many individuals within the Group will be subject to ethical principles and codes of conduct which are adopted by various professional organisations to which they are members. Baillie Giffords Code of Ethics is designed to be complementary to, and consistent, with these other standards.
The Code of Ethics cannot cover every ethical situation that might arise at Baillie Gifford. After having read and understood the content of the Code of Ethics Policy, all members of staff will be responsible for complying not only with its letter, but also with its spirit and principles. These are set out in the Guiding Ethical Principles below.
2.2 |
Guiding Ethical Principles |
Each member of staff must follow these guiding principles:
2.2.1. Fairness
To act fairly at all times when dealing with clients and counterparties of Baillie Gifford. Fairness requires impartiality, objectivity, and honesty.
For example, when communicating with clients you should make every reasonable effort to provide full, fair and accurate information and should avoid withholding any relevant information.
2.2.2. Honesty and integrity
To act honestly and with integrity in fulfilling the responsibilities of your role and seek to avoid any acts or omissions or business practices which damage Baillie Giffords reputation or which are deceitful, oppressive, or improper.
For example, Baillie Gifford should only employ fair methods to win or retain business for the firm. Staff should avoid offering unduly lavish or overly frequent gifts and hospitality and should avoid pay to play practices, i.e. making political contributions to those in a position to influence the selection of Baillie Gifford. Baillie Gifford is committed to carrying on business fairly, honestly and openly and has a zero-tolerance approach to bribery.
2.2.3. Adherence to law and regulation
To observe applicable law, regulations and professional conduct standards when carrying out your activities and to interpret and apply them to the best of your knowledge and ability according to these guiding ethical principles.
For example, you must familiarise yourself with, and adhere to at all times, the requirements contained in the: Anti-Financial Crime Policy; the Anti-Money Laundering, Counter-Terrorist Financing & Sanctions Policy; the Anti-Bribery & Corruption Policy; the Code of Ethics Policy; the Market Abuse and Insider Dealing Policy; Data Protection Policy; and Information Security & Electronic Communications Policy. These policies set out your personal compliance responsibilities and are available to all staff in the Personal Responsibilities section of the Group Compliance Manual.
2.2.4. Market conduct
When executing transactions or engaging in any form of market dealings, to observe the standards of market integrity, good practice and conduct required by, or expected of, participants in that market.
2.2.5. Loyalty to clients
To place the interests of our clients ahead of your own interests and to manage fairly and effectively, and to the best of your ability, any relevant conflict of interest. To the extent feasible, conflicts of interest should be avoided or at least appropriately managed and disclosed in accordance with Baillie Giffords conflicts procedures.
Baillie Giffords investment recommendations and other proprietary information are for the exclusive use of our clients. We should not use this proprietary information for personal benefit. If in doubt, refer to the Compliance Department for guidance.
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CODE OF ETHICS | 2019 |
2.2.6. Maintaining confidentiality
To respect the confidentiality of information on current, former and prospective clients which is obtained through your work and refrain from using or disclosing this for unethical purposes or illegal advantage.
For example, you must be extremely careful when sharing confidential client data with an outside party and should only do so if it is absolutely necessary. Authorisation may be required from your Head of Department for this. If in doubt, you should refer to the Information Security and Electronic Communications Policy (located in the Staff Handbook on the Loop) which includes the three levels of data security classification and rules on how to handle this data.
2.2.7. Transparency
If you are in any doubt that you may have a conflict of interest, or if you think that there could be a perception of one, you should disclose the details to your Head of Department, to the Compliance Department or to the relevant chairperson of the board, committee or group concerned, as appropriate.
For example, consider the situation where you have a personal shareholding in a company and you are contributing to an investment discussion on whether to buy this company for clients. It may be appropriate to disclose this potential conflict to the chairperson of that decision-making group.
2.3 |
Resolving Ethical Issues |
In business life we will be confronted from time to time with ethical issues to determine. In dealing with these an important consideration is any impact the decision may have on clients. Also, has the process of coming to the decision been fair, with full consideration of the facts, issues and alternatives? Has it involved all stakeholders with an interest? Have you identified any competing interests or conflicts of interest? These questions would be relevant where considering whether to accept a gift or entertainment, and also considering the implications of an incident.
3. Conflicts of Interest
3.1 |
Introduction |
Inherent throughout the Code of Ethics is the principle that all members of staff have a responsibility to place the interests of the Groups clients ahead of their own and resolve conflicts in favour of the Groups clients. In order to achieve this, all activities undertaken by members of staff must be conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individuals position of trust and responsibility. Furthermore, all action taken by staff must be undertaken in a manner which does not interfere with the interests of Baillie Giffords clients or take unfair advantage of Baillie Giffords relationship with its clients.
3.2 |
Identification and Types of Conflict of Interest |
3.2.1. What is a conflict of interest?
A conflict of interest arises when personal matters or obligations interfere with business activities and influence the decisions made by members of staff, which have or could have a detrimental effect on the firms clients. When considering conflicts of interest, it is important to consider how the situation would be viewed by an independent party.
3.2.2. Identification of conflicts of interest
Conflicts of interests which require to be identified by members of staff are those which arise between:
|
the Group, its connected persons and a client of the Group; or |
|
one client of the Group and another client of the Group. |
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CODE OF ETHICS | 2019 |
3.2.3. Types of conflicts of interest
When identifying whether a conflict of interest arises in the course of business and whether the existence of this conflict may adversely affect the interests of a client, staff should consider whether the individual, firm or certain persons connected with the firm:
|
are likely to make a financial gain or avoid a financial loss at the expense of a client; |
|
has an interest in the outcome of the service provided to the client or of a transaction carried out on behalf of the client; |
|
has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client; |
|
carries on the same business as the client; or |
|
receives or will receive from a person (other than the client) an inducement in relation to the service provided, in the form of monies, goods or services, other than the standard commission or fee. |
The Governance and Oversight section of the Group Compliance Manual (located via the Landing Page on the Loop) contains Baillie Giffords conflicts policy and matrix. This matrix details potential and actual conflicts of interest which have been recognised by the firm. Please refer to this document for further information regarding the types of conflict which have been identified.
If you are in doubt about whether a conflict has arisen please consult the Head of Compliance.
3.3 |
Duty to Disclose |
All members of staff have in the first instance an obligation to manage or avoid all conflicts of interest. If it is not possible to manage or avoid a conflict of interest, then the potential or actual conflict which may impair your objectivity when undertaking your daily activities must be disclosed. All disclosures should be made to your Head of Department and the Head of Compliance.
3.4 |
Outside Business Interests and Personal Associations |
In order to ensure that staff do not engage in any activities that would detract, divert from or conflict with, the proper performance of their Baillie Gifford employment or would be in conflict with the interests of the firm, staff and Partners must inform the Human Resources department of any work they undertake where they receive any kind of remuneration if this is for anyone other than Baillie Gifford. In addition, staff and Partners must inform Human Resources prior to accepting work as a Director or Non-Executive Director of a listed company or any business related directorships, so that written approval from the Head of Compliance can be arranged.
Please see the Staff Handbook (located via the Landing Page on the Loop) for full details of the firms policy regarding outside business interests and employment.
In addition to the above, Registered Persons of BGFS are additionally required to obtain prior written approval from the Chief Compliance Officer of BGFS for any Director appointments or any work for which they will receive compensation outside of their Baillie Gifford employment.
We also must take steps to ensure that any personal interest or personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm. Any Significant Relationship with another person working in a relevant business connected to Baillie Gifford may need to be disclosed to the Compliance Department. Relevant businesses would include:
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Investment managers |
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Brokers |
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Clients of Baillie Gifford |
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Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds |
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Companies in which Baillie Gifford invests on behalf of our clients |
|
Other organisations with which Baillie Gifford has a contractual relationship. |
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CODE OF ETHICS | 2019 |
A relationship with another person would be deemed significant if an independent third party might reasonably consider that it could affect your actions or those of a personal associate (whether or not it does so affect your conduct). If you have a relationship with an associated person that could potentially give rise to a conflict of interest, or the perception of one, then this should be disclosed to the Compliance Department. The Compliance Department will determine if the relationship needs to be recorded and whether any action needs to be taken to manage the conflict.
These disclosures are designed to ensure that our work is carried out on behalf of clients in an environment that is free from any suggestion of improper influence. If you are in any doubt as to whether a business interest or personal association or relationship needs to be disclosed, please contact a member of the Compliance Department for guidance.
3.5 |
Guidance for partners and staff considering external appointments |
From time to time, partners and staff of Baillie Gifford are invited to take up roles externally. External roles may include being appointed as a: non-executive director of a company in which we invest; non-executive director of a company in which we do not have a current client holding; member of the nominations committee for either of such companies; or non-executive director or trustee of an unrelated charitable organisation. For details on the considerations that should be taken into account in deciding whether to accept or agree to an external appointment, please refer to the attached Guidance for partners and staff considering external appointments .
4. Personal Account Dealing Policy
4.1 |
High Level Overview |
Baillie Giffords first priority is in ensuring that in all circumstances, the firms clients interests are placed first and each client obtains the best execution of trades which we can arrange on their behalf. In order to ensure that this priority is consistently met, all staff have a responsibility to ensure that in no circumstances will clients be disadvantaged by employee PA Dealing.
The basic premise of Baillie Giffords PA Dealing Policy is that PA Dealing is permitted subject to a number of restrictions. Baillie Gifford therefore gives general permission to all members of staff and to their Connected Persons (defined later) to carry out investment transactions in designated investments in accordance with the following procedures. All staff must ensure that undertaking PA Dealing activities does not distract them from their day-to-day responsibilities.
4.2 |
General Rule on PA dealing |
A member of staff or their Connected Persons are prohibited from
1. |
Entering into a PA deal where |
a) |
that person is prohibited from entering into it under the law and regulations governing market abuse and insider dealing as set out in the Baillie Gifford Market Abuse Policy. The Policy requires that no member of staff make personal use of material non-public information or engage in a securities transaction available only by reason of his or her position within Baillie Gifford. If a member of staff is aware that an investment opportunity is being actively considered by Baillie Gifford, they must first ensure that this is made available to Baillie Gifford before taking personal advantage of the opportunity. It is the personal responsibility of the member of staff to ensure that they are familiar with the provisions of that Policy. |
b) |
it involves the misuse or improper disclosure of confidential or proprietary information relating to clients or transactions for clients. |
c) |
it conflicts or is likely to conflict with a regulatory obligation which Baillie Gifford owes to its clients. |
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CODE OF ETHICS | 2019 |
2. |
Advising or procuring any other person to enter into a transaction which would be precluded under 1 above. |
3. |
Disclosing any information or opinion to any other person where it is reasonably likely that the result of that disclosure will lead to an activity precluded under 1 or 2 above. |
a) |
Entering into a PA deal or purchasing a contract of insurance, the purpose of which is to hedge away the risk of any downward adjustment in deferred remuneration which that member of staff may be entitled to receive under the firms remuneration policy. |
A person will be considered to have undertaken such personal hedging if:
a) |
The staff member enters into a contract with a third party; and |
b) |
The contract requires the third party to make payments directly or indirectly to the staff member that are linked to or commensurate with the amounts by which the staff members variable remuneration has been reduced. |
Failure on the part of members of staff or their Connected Persons to follow these procedures will be regarded as a disciplinary matter under the rules and procedures set out in the Code. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice (If you are in any doubt as to whether an intended transaction for yourself or for a Connected Person is subject to the rules of the Policy you should check with the Compliance Department beforehand).
The remainder of this policy details the following information:
4.3 Application of Personal Account Dealing Policy
4.4 Prohibited and Exempt Securities and Transactions
4.5 Practical Procedures for Obtaining Permission
4.6 Practical Procedures to be followed in Special Circumstances
4.7 Reporting Requirements
4.8 Summary table of Security Types and Pre-Clearance and Reporting Requirements
4.3 |
Application of Personal Account Dealing Policy |
The PA dealing rules apply to the following:
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All those listed in section 1.1 of this Policy |
And Connected Persons which include:
|
Immediate family (immediate family includes spouses, co-habitees, children under the age of 18 and immediate family members sharing the same household. It would also include parents/in-laws or other persons where decision making as to their investments is taken by them under advice from the member of staff); |
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Organisations for whom members of staff have an active investment advisory input (this could include charities, churches, clubs etc); |
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Trusts where as trustee the member of staff exercises investment influence (i.e. as sole trustee or a trustee exercising a considerable influence. In this case the trust must be made aware of the connection with Baillie Gifford & Co and must be requested to report transactions in securities of companies under our management to the member of staff serving as a trustee. He should then report the transaction to the Head of Compliance); and |
|
Syndicates where friends/family group together for the purpose of purchasing shares |
Throughout this Policy, the above categories are referred to as Connected Persons .
The Policy applies to the following types of instruments (covered securities):
|
equities |
|
bonds; |
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CODE OF ETHICS | 2019 |
|
derivatives; |
|
BG Unit Trusts/OEICS; |
|
Investment Trusts and other close end vehicles; |
|
unlisted investments; and |
|
spread betting on financial instruments. |
It also applies to any investment in any of the above instruments through a wrapper product such as an ISA, SIPP (including the Baillie Gifford Select SIPP), share plan, Variable Insurance Product or the Baillie Gifford workplace pension available through Aegons ARC platform.
The table in section 4.8 sets out various security types and transactions and whether they are covered by the Personal Account Dealing Policy, Preclearance and Reporting Requirements.
If a member of staff is in any doubt as to whether an instrument is included or not in the Policy they should contact the Compliance Monitoring, Ethics and Conduct Assurance Team or email CodeofEthicsQueries@bailliegifford.com .
4.4 |
Prohibited and Exempt Securities and Transactions |
4.4.1. Prohibited securities and transactions
No member of staff is permitted to purchase or sell, directly or indirectly, any security in which he or she acquires any direct or indirect personal holding and which, to his or her knowledge, is currently being purchased or sold by Baillie Gifford or which, to his or her knowledge, Baillie Gifford is actively considering recommending for purchase or sale. These prohibitions shall continue until the time that Baillie Gifford decides not to recommend such purchase or sale, or if this recommendation is made, until the time that Baillie Gifford completes, or decides not to enter into, the recommended purchase or sale. These prohibitions also apply to any purchase and sale by any member of staff of any convertible security, option, warrant or other derivative security, or any private placement of any issuer whose underlying securities are being actively considered for recommendation to, or are currently being purchased or sold by, Baillie Gifford. Any profits realised on trades made by members of staff within the proscribed period may require to be disgorged, particularly where the member of staff had, or was in a position to have had, knowledge of the fact that securities were being purchased or sold on behalf of Baillie Giffords clients.
4.4.2. Exempt securities and transactions
4.4.2.1 Securities exempt from pre-clearance requirements
The pre-clearance and reporting obligations shall not apply to the following exempt securities:
a) |
purchases or sales of securities that are direct obligations of the government of the United States or United Kingdom, bankers acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements); |
b) |
shares of money market mutual funds; |
c) |
shares of registered open-end management investment companies other than the Baillie Gifford sponsored OEICS, Unit Trusts and mutual funds; |
d) |
shares of US unit investment trusts (i.e. variable insurance contracts that are funded by insurance company separate accounts organised as unit investment trusts) that are invested exclusively in one or more registered investment companies. Please note that UK Investment Trusts are not exempt securities and that pre-clearance requirements apply. |
The pre-clearance requirements shall not apply to the following transactions (although revised holdings will need to be disclosed in your Annual Code of Ethics Declaration):-
4.4.2.2 Transactions exempt from pre-clearance requirements
a) |
purchases effected upon the exercise of rights (e.g. automatic reinvestment of dividends) provided by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; |
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CODE OF ETHICS | 2019 |
b) |
personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant member of staff or other person for whose account the transaction is executed; |
c) |
personal transactions in any default fund available in Baillie Giffords workplace pension available through Aegons ARC platform; |
d) |
ongoing monthly transactions in an automatic investment plan, where permission was obtained for the initial investment and there has been no change to the standing instruction thereafter. |
4.4.3. Prohibition on short-term profits
No member of staff may engage in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. All profits realised on such short-term trades will normally require to be disgorged. Subject to pre-clearance a securities transaction which occurs within the 60-day period as a result of a change in personal circumstances which takes place or becomes known during the period may not be considered a violation of this section or subject to the disgorgement rule upon review and approval of the Head of Compliance.
4.4.4. Investor PA trades (Blackout Period)
Investment Personnel are not permitted to PA trade in the seven calendar day period after a fund/strategy that they are involved in has traded in the same security.
In addition, Investment Personnel are not permitted to PA trade in the seven calendar day period before a fund/strategy that they are involved in trades in the same security, where they were aware, at the point of requesting permission to trade and at the point of placing their PA dealing instruction, that a client order in that security was pending.
All profits realised on trades by Portfolio Managers within the proscribed period will normally require to be disgorged.
4.5 |
Procedures for Obtaining Permission |
Prior to undertaking a PA Deal, members of staff are required to:
|
obtain permission to use their desired broker (it is only necessary to follow this procedure on the first occasion of using a particular stockbroker); and |
|
to obtain internal pre-clearance from the Code of Ethics System (every time a PA deal is undertaken). |
It is important that members of staff take all reasonable steps to ensure that these procedures are followed by whoever is dealing. The onus is on the member of staff to obtain permission and ensure that contract notes are sent to the Head of Compliance where the dealing is for a Connected Person.
4.5.1. Procedures for obtaining broker permission
Before a member of staff or a Connected Person begins to effect a transaction with a particular firm of stockbrokers permission must be obtained to use that broker. It should be noted that this also applies to on-line dealing. The reason for this permission is to inform the Broker that the member of staff works for Baillie Gifford and to ensure that brokers supply to the Head of Compliance, no later than 30 days after the end of the quarter in which the trading activity occurred, duplicate copies of confirmations of all personal securities transactions. Such confirmations may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security.
Each confirmation received from the broker shall be treated confidentially and will be maintained on file by the Compliance Department. The reports are, however, available for inspection by authorised members of the staff of regulatory authorities supervising Baillie Giffords investment business.
Note : No broker confirmation letters are required for transactions undertaken in an automatic investment plan, including the Baillie Gifford workplace pension available through Aegons ARC platform. Furthermore, no Non
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CODE OF ETHICS | 2019 |
Executive Director of a Baillie Gifford company shall be required to report or provide broker confirmation unless the Director knew or should have known that during the 15 calendar days before and after such Directors transaction in any security, Baillie Gifford purchased or sold the same security, or Baillie Gifford considered purchasing or selling the same security.
In addition, broker confirmation letters may not be required if your broker operates a transaction data feed to Baillie Giffords Code of Ethics System (although your broker may require a separate declaration for this). Please contact CodeofEthicsQueries@bailliegifford.com for further details.
Every member of staff must (for their own dealing and that of a Connected Person):
|
Notify the firm of stockbrokers that they work at Baillie Gifford & Co; |
|
Not accept or request any credit or special dealing facilities in connection with his dealings (The only exception to this rule is that the Management Committee may give special dispensation for members of staff to agree on rates. Where this permission is given the details must be supplied to the Head of Compliance); |
|
Notify the Head of Compliance that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so; |
|
Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Head of Compliance with one being sent to the stockbroker and the other copy sent to the Head of Compliance; and |
|
Ensure that a copy of the contract note is sent by the stockbroker to the Head of Compliance or an electronic confirmation if provided through an on-line dealing service. |
The quick guide document sets out the procedures for obtaining broker permission through the Code of Ethics System .
Click on the appropriate link below to obtain a copy of the Baillie Gifford Broker Notification Letter:
Letter 1 (Broker authorisation for member of staff)
Letter 2 (Broker authorisation for Connected Persons)
4.5.2. Procedures for obtaining internal permission
In addition to broker permission being obtained, members of staff are also required to obtain electronic internal pre-clearance from the Code of Ethics System. Pre-clearance of a PA deal will remain valid until close of business on the next business day from the time permission is obtained. If the proposed transaction is not completed during the period in which the pre-clearance is granted, the member of staff must seek additional pre-clearance prior to completing the transaction. In the case of postal deals (e.g. deals that require an application form or instruction form to be completed, i.e. dealing is not direct through a broker); your dealing instruction should be sent within this pre-clearance period, although the trade itself does not have to be executed.
The quick guide document sets out the procedures for submitting Trade Requests through the Code of Ethics System .
PA Dealing information will be reviewed and monitored by the Compliance Department. Should the monitoring conducted by the Compliance Department detect a potential violation of this Code or any apparent trading irregularity, that Department shall take whatever steps deemed appropriate under the circumstances to investigate said potential violation or trading irregularity. If the Compliance Department reasonably believes a violation or trading irregularity to exist, said violation or trading irregularity shall be reported to the Legal and Compliance Partner.
4.6 |
Practical procedures to be followed in special circumstances |
Remote Access to the Code of Ethics System : Remote access is available on all Baillie Gifford devices. If a member of staff is away from the office (e.g. on business or on holiday), trade requests can be submitted through all BG devices.
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CODE OF ETHICS | 2019 |
Maternity/Parental Leave: If you are out of the office on maternity leave, or a period of flexible parental leave exceeding four weeks, there is no requirement for you to obtain PA dealing permission for any trades conducted by you (or a Connected Person) during this leave. If applicable, shareholdings in the Code of Ethics System can be amended upon your return to the office.
Limit Orders: The use of buy or sell limit orders is not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If, upon expiry of the permission period, the limit price has not been met, the member of staff must obtain fresh permission via the Code of Ethics System or ensure the limit instruction is cancelled.
Stop Loss Orders: As for limit orders, stop loss orders (i.e. instruction to automatically sell securities if the share price reaches a pre-determined minimum price) are not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If you wish to maintain a stop loss instruction beyond the permission period, fresh permission must be obtained via the Code of Ethics System.
4.7 |
Reporting Requirements |
4.7.1. Initial reporting requirements
All new members of staff are required to disclose all personal securities holdings in which they have any direct or indirect holdings to the Compliance Department, within 10 days of commencing employment. The information provided must be current and no more than 45 days prior to the date the person joined the firm. Initial Code of Ethics Declarations must be submitted in paper form to Compliance who will record any holdings in the Code of Ethics System.
4.7.2. Annual reporting requirements
Each member of staff is also required to file an annual report disclosing all personal securities holdings by 1 February of each year. The information must be current as of a date no more than 45 days prior to the date the report was submitted. Annual Code of Ethics Declarations must be submitted electronically via the Code of Ethics System. The quick guide document sets out the procedures for submitting an Annual Declaration via the Code of Ethics System .
Note : Declarations must include shares owned through an automatic investment plan. Each declaration may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security. NonExecutive Directors of Baillie Gifford companies are not required to provide initial or annual Code of Ethics Declarations.
4.8 |
Summary table of Security Types and Pre-Clearance and Reporting Requirements |
This list is not all inclusive and may be updated from time to time. Please contact the Compliance Monitoring, Ethics and Conduct Assurance team for guidance as needed or email CodeofEthicsQueries@bailliegifford.com .
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CODE OF ETHICS | 2019 |
Security Type |
Covered by Code of
Ethics Policy
|
Pre-clearance
Required? |
Include in
Code of
Ethics
|
|||
Equity securities (publicly traded) | Yes | Yes | Yes | |||
Derivatives (futures and options) | Yes | Yes | Yes | |||
Corporate Bonds | Yes | Yes | Yes | |||
Government securities | No | No | No | |||
BG managed Investment Trusts | Yes | Yes | Yes | |||
Non-BG managed Investment Trusts | Yes | Yes | Yes | |||
BG managed OEICs/Unit Trusts | Yes | Yes | Yes | |||
Non-BG managed OEICs, Unit Trusts, mutual funds or other open-end vehicles | No | No | No | |||
Unlisted investments: New issues, IPOs, private placements; Equity Crowd funding. |
Yes | Yes | Yes | |||
Venture Capital Trusts (VCTs), Enterprise Investment Scheme (EIS), business angel investments. | Yes | Yes | Yes | |||
Spread betting on a covered security | Yes | Yes | Yes | |||
Spread betting on financial markets or non-financial instruments | No | No | No | |||
ETFs (Exchange traded fund) | Yes | Yes | Yes | |||
Cash ISAs | No | No | No | |||
Cryptocurrencies | No | No | No | |||
Structured Deposits in instruments covered by the Policy, e.g. shares, corporate bonds etc. | Yes | Yes | Yes | |||
Structured Deposits in instruments not covered by the Policy, e.g. indices, exchange rates etc. | No | No | No | |||
Peer-to-peer lending | No | No | No | |||
Default fund(s) investments held within Baillie Giffords workplace pension (ARC) | No | No | No | |||
Covered securities held within Baillie Giffords workplace pension (ARC) | Yes | Yes | Yes | |||
Investments within the Baillie Gifford Select SIPP | Yes | Yes | Yes | |||
Covered securities held within an ISA, SIPP, share plan or Variable Insurance Product. | Yes | Yes | Yes | |||
Covered securities held within a discretionary portfolio management service | Yes | No | Yes | |||
Covered securities acquired as a result of a corporate action*: Bonus (or Scrip) issues; Rights issues; Takeovers; Reorganisations; *w here the member of staff has no influence over the timing and/or it is a set price (note: any subsequent sale of these securities would require pre-clearance). |
Yes | No | Yes | |||
Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new shares. | Yes | No | Yes | |||
Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these securities would require pre-clearance). | Yes | No | Yes | |||
Employee Incentive Share Schemes (Connected Persons): Putting money aside for the future purchase of shares; Buying shares at a set date and price; Any subsequent sale of these shares |
No Yes Yes |
No No Yes |
No Yes Yes |
|||
Monthly direct debit investments (in covered securities): Initial monthly investment; Ongoing monthly investments (if no change to initial instruction); Change to initial instruction (increase, decrease, cancel, switch). |
Yes Yes Yes |
Yes No Yes |
Yes Yes Yes |
|||
Transfer of covered security: from one person to another; from one product to another; where there is no change to the underlying holding (excluding shares sold to cover fees). * you will need to inform Compliance of the new account where the shares will be held. |
Yes | No | Yes* |
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CODE OF ETHICS | 2019 |
5. Inducements Policy
An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.
Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.
This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.
The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.
Similarly, Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.
Note : These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.
The remainder of this policy details the following information:
5.1 |
Guidelines for Gifts & Entertainment, Donations and Political Contributions. |
5.2 |
Restrictions in Connection with the Sale of Packaged Products, i.e. Life Policies, OEICs, Unit Trusts and ISAs. |
5.3 |
Packaged Products Guidance on Acceptable Indirect Benefits |
5.4 |
FINRA Specific Requirements for Registered Persons of BGFS |
5.5 |
Specific Requirements for Employees and Licenced Representatives of BGA(HK) |
5.1 |
Guidelines |
5.1.1. Application to all staff
The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.
5.1.2. Application to all third parties
Whilst the FCA requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.
5.1.3. No Solicitation
Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).
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CODE OF ETHICS | 2019 |
5.1.4. No Cash Gifts
No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.
5.1.5. Donations
As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non-cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Head of Compliance. For example, it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.
Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.
5.1.6. Political Contributions Policy
Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These pay-to-play activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.
Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their connected persons (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:
1. |
All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person: |
|
make any political contributions, either directly or indirectly, to US federal, state or local officials; or |
|
participate in any political fund-raising activity in the US. |
Preclearance should be obtained by contacting the Head of Compliance.
2. |
All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. This disclosure will form part of the Annual Code of Ethics Declaration that staff submit via the Code of Ethics System. |
3. |
In addition to requirement (2) above, US based staff must confirm on a quarterly basis that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. The disclosure should be submitted via the Code of Ethics System upon request from the Compliance Department. |
4. |
Upon joining the firm, all new members of staff must disclose to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US within the previous two years. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that all new staff are required to submit upon joining the firm. |
Whilst strictly speaking the above requirements apply to US political contributions only, members of staff should also give due consideration to all other political contributions (UK or otherwise) from a general conflict of interest and transparency perspective. Staff should disclose to the Compliance Department, any political contributions that may give rise to an actual conflict of interest, a potential conflict of interest or the perception of one.
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CODE OF ETHICS | 2019 |
5.1.7. De Minimis Gifts
Gifts given or received which are of a de minimis nature due to their characteristics or likely cost are unlikely to give grounds for suggestions of undue influence and are therefore exempt. Typical examples of de minimis gifts would include umbrellas, diaries and pens with advertising logos for the donor company.
The Compliance Department should be consulted in any questionable situation.
5.1.8. Gifts which are not De Minimis
All gifts given or received which are not de minimis must be recorded in the Code of Ethics System. It is generally acceptable for members of staff to retain gifts received that are below £50 in value, provided this is not with undue frequency. In the case of gifts received above £50 in value, the member of staff concerned should consult with their Head of Department as to the appropriate course of action. In the majority of cases gifts above £50 which are received should be:
|
surrendered to the Events Team for use for charitable purposes or distribution as part of the firms annual Christmas raffle; |
|
returned to the third party concerned; or |
|
distributed amongst the Department in the case of perishable gifts, e.g. hampers. |
Where the member of staff wishes to retain a gift above £50, then he or she should pay for the estimated cost of the gift above this limit and this amount should be given to the Finance Department for use for charitable purposes.
Similarly, gifts above £50 in value should generally not be given by a member of staff.
5.1.9. Promotional Competition/Prizes
In offering any promotional competition or prizes, the member of staff responsible should:
|
consider the likely impact or influence the prize would have on the recipient; and |
|
consult with a Partner or the relevant Board on the likely impact of the competition on the brand of Baillie Gifford. |
In all cases the prize offered should be of reasonable value, i.e. it should not be excessive or inappropriate.
Any competition prizes won by a member of staff at a business-related event, e.g. a conference or seminar, should be recorded for transparency in the Code of Ethics System.
5.1.10. Business Lunches/ Dinners
The establishment and maintenance of strong relationships with our clients, suppliers, intermediaries and consultants is integral to our ability to provide effective investment management services. Routine business lunches or dinners are good mechanisms for building and maintaining relationships and are unlikely to give grounds for suggestion of undue influence unless they become overly frequent or are unduly lavish.
Routine business lunches and dinners given do not require to be reported. These should be recorded in Baillie Giffords expenses system. The Business Expense Claims procedure will provide an adequate control over the magnitude of costs incurred by Baillie Gifford when giving such lunches and dinners.
Many of Baillie Giffords clients (particularly those covered by ERISA) are subject to specific reporting requirements regarding their acceptance of business lunches and dinners. In order for Baillie Gifford to ensure that it is able to provide clients with their required information, the following additional information should be recorded on the Business Expense Claim Form, with respect to any clients for whom we have hosted a business lunch or dinner:
|
The name of the client being entertained; |
|
The names of the individuals being entertained; |
|
The total cost of the lunch or dinner. |
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CODE OF ETHICS | 2019 |
Generally, routine business lunches and dinners received do not need to be reported. The exception to this is business lunches and dinners received from UK or European financial institution or intermediary that provides advice or portfolio management services to retail clients (MiFID firms). Such lunches and dinners do need to be recorded in the Code of Ethics System.
5.1.11. Entertainment/Hospitality Given
All members of staff must exercise discretion in offering hospitality. Members of staff should not provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not provide entertainment to such parties with undue frequency.
With the exception of occasions where the client is a MiFID firm (see below), members of staff may provide entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or Baillie Gifford is present at the event. If the person or Baillie Gifford is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 should generally not be given by a member of staff.
In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be offered if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
An acceptable minor non-monetary benefit is one which is capable of enhancing the quality of service provided to the client and consists of hospitality of a reasonable de minimis value such as food and drink during a business meeting, conference, seminar or training event. Baillie Gifford have set a de minimis limit of £100 per head to allow a reasonable level of hospitality at business events. Standalone hospitality that is not directly linked to a business event, e.g. sporting events, is no longer permitted. These restrictions apply to hospitality provided to MiFID firms only and not to hospitality provided to UK or Overseas segregated clients or suppliers).
5.1.12. Entertainment/Hospitality Received
All members of staff must exercise discretion in accepting hospitality. Members of staff should not accept extravagant or excessive entertainment from a client, prospective client, a business in which Baillie Gifford invests, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not accept entertainment from such parties with undue frequency.
Members of staff may accept entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or firm providing the entertainment is present at the event. If the person or firm is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 should generally not be accepted by a member of staff.
It is the policy of the firm not to accept standalone hospitality from broker firms. For this purpose, standalone hospitality would include invitations to and attendance at sporting or cultural events and any associated travel, accommodation, drinks and meals. This policy would not affect routine business lunches or dinners, or reasonable hospitality attached to conferences or other educational events or social events which are distributed widely and of a de minimis nature (i.e. under £100 per head). This covers by way of example a broker drinks evening at which the broader Edinburgh asset management community is invited.
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CODE OF ETHICS | 2019 |
In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be accepted if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
Do not hesitate to ask the host for further information about the event (e.g. cost) in order to reach a decision.
5.1.13. Travel/Accommodation Costs
In the case of a member of staff receiving hospitality or entertainment, travel and accommodation costs should be paid for by that member of staff or a request made to the organiser of the event that the individual member of staff be invoiced for these costs. Where the third party has arranged a discounted hotel rate or other reduction in the cost of the accommodation or travel, it is reasonable for the member of staff to accept this reduced rate. Likewise, where the host provides communal transport which is not excessive or unduly lavish, for example the use of a mini bus.
In the case of Baillie Gifford offering hospitality, travel expenses will ordinarily be paid for by the recipient of the entertainment or hospitality. However, there may be occasions where reasonable accommodation costs can be provided by Baillie Gifford subject to this meeting the general principles of this Policy.
5.1.14. Disclosure
A key aspect of Baillie Giffords Inducements Policy is disclosure. Under our procedures, all gifts (other than de minimis) and hospitality which are given or received are recorded in the Code of Ethics System. Disclosures should be made to your normal gifts and entertainment representatives for Dealing, Investors and Clients Department, and Compliance for all other departments.
Likewise, all members of staff should consider if an inducement which has been offered or received should be disclosed to a client, or potential client. This will depend upon the circumstances of each case. As an example, where a fee is paid to a third-party consultant in order to place details of Baillie Gifford on a consultant database, we should disclose this payment to any potential client of the consultant who considers us for an investment mandate.
5.1.15. Client Specific Code of Ethics Requirements
A small number of Baillie Giffords clients have specific code of ethics requirements which go beyond Baillie Giffords Inducements Policy. Members of staff, and Client Contacts in particular, should consider these additional requirements when giving gifts and/or entertainment to these clients.
Click on this link to access the current list of clients with specific requirements .
5.2 |
Restrictions in Connection with the Sale of Package Products, i.e. Life Policies, OEICs, Units Trusts and ISAs |
If a firm is required to disclose commission (or commission equivalent) (under COBS 6.4) to a client in relation to the sale of a packaged product, a member of staff should not enter into any of the following arrangements:
|
volume overrides where commission (or commission equivalent) paid in respect of several transactions is more than a simple multiple of the commission (or commission equivalent) payable in respect of one transaction of the same kind; and |
|
an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable. |
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CODE OF ETHICS | 2019 |
5.3 |
Packaged Products Guidance on Reasonable Indirect Benefits |
The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.
In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with clients best interests. However, these need to be considered on a case by case basis.
Benefits are unlikely to give rise to conflicts if they are:
|
reasonable and proportionate, |
|
of a limited scale and nature, |
|
do not need to be relied upon by the intermediary, |
|
could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and |
|
do not result in the intermediary recovering more than its reasonable costs. |
The list below summarises the kind of reasonable non-monetary benefits which the provider firm can give or receive. This list is summary only and any member of staff should contact the Compliance Department for further guidance before deciding whether to give or accept the benefit (* = only if available to independent intermediaries generally):
1. |
Gifts, hospitality and promotional competition prizes of a reasonable value. Gifts and corporate hospitality given to intermediaries must not exceed an aggregate limit of £1,000 per intermediary firm, per calendar year. This limit applies to gifts and corporate hospitality only and excludes conferences, seminars and training events. For large intermediary firms, the £1,000 limit can be applied at regional office level. In addition, events must be designed for business purposes that result in advisers being able to provide a better service to their customers. |
2. |
A product provider can assist another firm to promote its packaged products so that the quality of its service to clients is enhanced. |
Points (3) to (6) in relation to joint marketing exercises:
3. |
Generic product literature (letter heading, leaflets, forms and envelopes) as long as the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the product provider, and the distribution cost is borne by the intermediary. |
4. |
Freepost envelopes* |
5. |
Product specific literature (for example, key features, minimum information) subject to specific conditions. |
6. |
Draft articles, news items and financial promotions for publication in the intermediarys magazine as long as any cost borne by the provider firm is not more than market rate and excludes any distribution costs. |
7. |
Take part or pay towards the cost of seminars and conferences organised by another firm as long as it is: |
|
For a genuine business purpose |
|
Reasonable and proportionate. |
Any costs paid should be associated with the level of Baillie Giffords participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firms costs incurred in running a seminar or conference.
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CODE OF ETHICS | 2019 |
8. |
Freephone link * |
9. |
Technical services |
|
Quotations and projections relating to its packaged products and advice on completion of forms or other documents |
|
Access to data processing facilities or to data related to the firms business |
|
Access to 3rd party electronic dealing or quotation systems |
|
Software giving information about the firms packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted. Likewise, any payments to develop an intermediarys general IT systems would not be permitted. |
10. |
Generic technical information in writing, not necessarily related to the firms business* or if it is of a specialist nature is made available to a particular class of intermediary. |
11. |
Training facilities (lectures, venues, written material, software) * |
If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Giffords products, even if only on a first-come, first-served basis.
12. |
Reimbursement of reasonable travel and accommodation expenses if the intermediary participates in a training event organised by the firm. |
Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.
5.4 |
FINRA Specific Requirements for Registered Persons of BGFS |
Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA members registers persons.
Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFSs Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.
5.5 |
Specific Requirements for Employees and Licensed Representatives of BGA(HK) |
Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.
As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.
6. Whistleblowing Policy
In 2013 the UK Parliamentary Commission on Banking Standards recommended that banks put in place mechanisms to allow their employees to raise concerns internally (i.e. to blow the whistle) and that they appoint a senior person to take responsibility for the effectiveness of these arrangements. In 2015, both the PRA and the FCA consulted on a package of rules and guidance (Whistleblowing Regulations) for firms to formalise their whistleblowing procedures. The contents of this policy have been updated to reflect these new requirements. In addition to the PRA and FCAs regulation there is UK legislation which applies including the Public Interest Disclosure Act 1998 (PIDA) and the Employment Rights Act (1996). The UK is not the only jurisdiction to which whistleblowing applies and other
24
CODE OF ETHICS
|
2019 |
jurisdictions in which Baillie Gifford operates such as the USA and Canada are also in scope for whistleblowing. This policy is designed to ensure compliance with the SECs and CFTCs Whistleblower Program created under the Dodd Frank Act and other applicable regulatory measures.
6.1 |
Scope and Application |
This policy applies to Baillie Gifford & Co and all its affiliated companies (Baillie Gifford) and the following relevant individuals:
|
All employees of Baillie Gifford entities |
|
Partners of Baillie Gifford |
|
Fixed term, temporary and agency staff |
|
Interns and summer students |
|
Secondees to Baillie Gifford |
|
Contractors (with systems access) |
|
Individuals providing services via Personal Service Companies |
This policy puts into practice Baillie Giffords support for the spirit and letter of the Whistleblowing Regulations. These regulations give protection to all relevant individuals who raise concerns about alleged malpractice at work; commonly known as Whistleblowing. In normal course, we would expect any HR issues or customer complaints to be routed through the established channels for those issues rather than be treated as Whistleblowing. That said, Baillie Gifford aims to ensure that we do not unknowingly harbour malpractice and we do this by encouraging all relevant individuals to report any concerns that they may have. A reportable concern is defined as a concern held by any person in relation to the activities of a firm, including;
a) |
Any matter that, if disclosed, would be the subject matter of a protected disclosure, including a breach of any rule; |
b) |
A failure to comply with the firms policies and procedures; and |
c) |
Behaviour that has or is likely to have an adverse effect on the firms reputation or financial well-being |
Baillie Gifford will view acts of malpractice seriously and any concerns reported will be investigated promptly and treated confidentially.
This policy is intended to cover serious issues and does not include normal day to day problems or errors which should be reported as quickly as possible to your immediate manager.
6.2 |
UK Legislation |
PIDA states that individuals who make qualifying disclosures of information in the public interest have the right not to suffer detriment by any act or omission of their employer because of the disclosure. A qualifying, protected disclosure is one which, in the reasonable belief of the individual, suggests that one or more of the following has been, is being, or is likely to be committed and is in the public interest:
|
a criminal offence; |
|
a failure to comply with any legal obligation; |
|
a miscarriage of justice; |
|
possible improprieties in matters of financial reporting; |
|
the putting of the health and safety of any individual in danger; |
|
damage to the environment; or |
|
deliberate concealment relating to any of the above. |
PIDA protects you in making a disclosure where the disclosure meets the requirements set out above and is made in good faith.
The Employment Rights Act (1996) also considers a protected disclosure as being a qualifying disclosure as defined above made by a worker to his employer or other responsible person.
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CODE OF ETHICS | 2019 |
6.3 |
Obligations for Baillie Gifford |
Baillie Gifford is required to establish, maintain and implement appropriate and effective arrangements for the disclosure of reportable concerns internally through a specific, independent and autonomous channel. This includes the appointment of a whistleblowing champion, a whistleblowing policy and whistleblowing procedures to provide protection for those who whistle blow. Employment contracts and termination agreements have wording on workers legal rights on disclosure and should not deter staff from whistleblowing.
6.4 |
Whistleblowing Champion |
Within Baillie Gifford, the whistleblowing champion is the Head of Internal Audit, Lyndsay Cooper. The whistleblowing champion has the following responsibilities:
1) |
To oversee the development and ongoing integrity, independence and effectiveness of whistleblowing practices, policies and procedures |
2) |
To have oversight of the area responsible for dealing with reportable concerns |
3) |
To be involved as part of their oversight role for tribunals related to whistleblowing |
4) |
To prepare / oversee the preparation of the annual board report |
6.5 |
Reporting |
Internal arrangements are in place for people to make reportable concerns (report malpractice at work / whistle blow). These arrangements within Baillie Gifford are outlined below.
6.6 |
Internal Reporting |
Any relevant individual who has a serious concern should not hesitate to raise the issue with the whistleblowing champion. Any issues raised will be treated seriously and in confidence. Baillie Gifford gives a firm assurance that there will be no adverse consequences as a result of such a report being made.
Staff should feel able to raise any such concern internally, confident that it will be dealt with properly and that all reasonable steps will be taken to protect you from victimisation.
The format of any investigation may vary depending on the circumstances. Any relevant individual who makes a reportable concern may be required to attend one or more fact finding meetings and can choose to be accompanied by a work colleague. The result of the investigation will be communicated to the individual who has raised the issue as well as to any individual under investigation and any relevant external authorities.
Records are to be kept of the concerns reported, by whom they were reported and the outcome. These concerns are to be reviewed and assessed to determine if they are genuinely reportable concerns, or whether they are more appropriate to be channelled elsewhere in the firm. For example, there may be routine matters which are more appropriate to be dealt with by HR or customer complaints teams.
Whistleblowing concerns can be reported on a named or anonymous basis and relevant individuals can also whistle blow directly to the regulator, without going through the internal process. Any duty of confidentiality that you owe under contract of employment does not preclude your right to raise malpractice concerns either internally or externally under this policy.
6.7 |
Submitting a Reportable Concern |
In the event that a reportable concern is needed to be made, notification should be sent direct to Lyndsay.Cooper@bailliegifford.com . Should you wish to make a submission on an anonymous basis please send in an envelope marked Private and Confidential to Lyndsay Cooper. If you are not based in Edinburgh, please address
26
CODE OF ETHICS
|
2019 |
as Private and Confidential to the named individual above at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN.
6.8 |
External Reporting |
The above policy does not prevent individuals from raising serious concerns outside Baillie Gifford. You have the right to raise serious issues outside Baillie Gifford, for example: the police for any illegal act; the FCA (020 7066 9200), the PRA (0203 461 8703) or the Securities Exchange Commission ( https://www.sec.gov/whistleblower/ ) as applicable for a regulatory breach; and Edinburgh City Councils Environmental Services Department for health and safety issues (0131 529 3030).
If you have reported malpractice internally and you are concerned either by the response or lack of response, or if you feel unable to talk to anyone internally for whatever reason, you can contact the regulators directly using the contact details provided above. PIDA protects you if you contact the FCA or PRA where:
|
you satisfy the test for raising the issue (as described in the introduction to this policy); |
|
you reasonably believe the information and any allegations in it are substantially true; and |
|
you reasonably believe the FCA or PRA is responsible for the issue in question. |
Relevant individuals are able to seek independent advice regarding possible malpractice from an independent organisation called Public Concern at Work (PCAW). Further information regarding PCAW can be found on their website www.pcaw.org.uk or by telephone (020 7404 6609).
6.9 |
False Accusations |
In the event that an accusation was false and found to have been made with malicious intent then it may subsequently be treated as misconduct and dealt with in line with the firms Disciplinary Procedure .
6.10 |
Client Specific Whistleblowing Obligations |
Several of Baillie Giffords Clients have included within their Investment Management Agreements (IMAs) a Whistleblowing clause, obligating staff at Baillie Gifford to report any concerns they may have about the Client.
It is important that Staff, specifically Client Contacts, are aware of any whistleblowing obligations detailed in Client IMAs to ensure they understand how to act if they identify a reportable concern with a client representative.
6.11 |
Annual Report |
An annual report is to be made to the Management Committee. There is no prescribed content, other than the requirement to include any details of the whistleblowing employment tribunals which the firm has lost. This report is to be made available to regulators upon request but is not required to be submitted to the PRA or the FCA.
6.12 |
Training & Awareness |
The whistleblowing policy will be brought to the attention of all relevant individuals on joining Baillie Gifford and on a periodic basis thereafter.
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CODE OF ETHICS | 2019 |
7. Acknowledgement and Certification
7.1 |
Receipt and Acknowledgement of the Code |
All members of staff are required to receive a copy of the Code of Ethics and any amendments to the Code of Ethics. All members of staff are required to complete an annual certification, confirming that they have read the Code of Ethics and acknowledging that they are subject to its requirements. Further, all members of staff confirm through the annual certification that they have complied with the Code and that they have disclosed or reported all information required to be disclosed or reported according to the requirements of the Code.
All certifications of receipt of the Code shall be filed with the Compliance Department by submitting a Certificate of Compliance.
7.2 |
Annual Report to Baillie Gifford Boards |
The Head of Compliance will prepare and submit to the appropriate Baillie Gifford Boards an annual report which:
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certifies that the firm or investment company as appropriate has adopted procedures designed to prevent Access Persons from violating the Code; |
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identifies any violations of the current procedures for personal securities investing and managements recommended response; and |
|
makes any recommended changes in the procedures, as appropriate, based on operating experience under the Code, evolving industry practices or amendments to applicable laws or regulations. |
Baillie Gifford & Co Head Office
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone + 44 (0)131 275 2000 www.bailliegifford.com
28
CODE OF ETHICS
CAUSEWAY CAPITAL MANAGEMENT TRUST
and
CAUSEWAY ETMF TRUST
and
CAUSEWAY CAPITAL MANAGEMENT LLC
I. INTRODUCTION
A. Standards of Conduct . This Code of Ethics has been adopted by the Trusts and the Adviser in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Capitalized terms used in this Code are defined in Appendix 1 to this Code. All Appendixes referred to herein are attached to and are a part of this Code.
This Code is based on the principles that the trustees, managers, officers, and employees of each Trust and the Adviser have a fiduciary duty to the Trust and that the board of managers, officers, and employees of the Adviser or its parent holding company also have a fiduciary duty to the Advisers other clients. Fiduciaries owe their clients duties of honesty, good faith and fair dealing. As fiduciaries, Covered Persons must at all times:
1. Place the interests of the Funds and Private Accounts first . Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Funds and Private Accounts. Covered Persons may not induce or cause a Fund or Private Account to take action, or not to take action, for personal benefit, rather than for the benefit of the Fund or Private Account. For example, a Covered Person would violate this Code by causing a Fund or Private Account to purchase a Security he or she owned for the purpose of increasing the price of that Security or by Market Timing Funds or Private Accounts.
2. Avoid taking inappropriate advantage of their positions . Covered Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with a Trust or the Adviser could call into question the exercise of a Covered Persons independent judgment.
3. Conduct all personal Securities Transactions in full compliance with this Code including the reporting requirements . All personal Securities Transactions must be conducted consistent with this Code and in such a manner as to avoid actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility. Doubtful situations should be resolved in favor of the Funds and Private Accounts.
4. Comply with all applicable federal securities laws . Covered Persons must comply with all applicable federal securities laws. It is prohibited for a Covered Person, in connection
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with the purchase or sale, directly or indirectly, by the person of a Security held or to be acquired by a Fund or Private Account:
(i) |
To employ any device, scheme or artifice to defraud a Fund or Private Account; |
(ii) |
To make any untrue statement of a material fact to a Fund or Private Account or omit to state a material fact necessary in order to make the statements made to a Fund or Private Account, in light of the circumstances under which they are made, not misleading; |
(iii) |
To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund or Private Account; or |
(iv) |
To engage in any manipulative practice with respect to a Fund or Private Account. |
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not act as a shield from liability for personal trading or other conduct that violates a fiduciary duty to Fund shareholders or Private Account clients.
Violations of the Code must be reported promptly to the Compliance Officer. Failure to comply with the Code may result in sanctions, including termination of employment.
B. Appendixes to the Code . The Appendixes to this Code are attached to and are a part of the Code. The Appendixes include the following:
1. |
Definitions (Appendix 1), |
2. |
Contact Persons (Appendix 2), |
3. |
Certification of Compliance with Code of Ethics (Appendix 3 and 3-I), |
a) |
Personal Securities Holdings and Accounts Disclosure Form (Appendix 3-A) |
4. |
Form Letter to Broker, Dealer or Bank (Appendix 4). |
5. |
Report of Securities Transactions (Appendix 5) |
6. |
Initial Public Offering / Private Placement Clearance Form (Appendix 6) |
C. Application of the Code to Independent Fund Trustees . The following provisions do not apply to Independent Fund Trustees and their Immediate Families.
1. |
Personal Securities Transactions (Section II) |
2. |
Initial, Quarterly and Annual Holdings Reporting Requirements (Section III.A) |
II. PERSONAL SECURITIES TRANSACTIONS
A. Prohibited Transactions .
1. Prohibited Securities Transactions . The following Securities Transactions are prohibited and will not be authorized by the Compliance Officer (or a designee) absent exceptional circumstances. The prohibitions apply only to the categories of persons specified.
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a. Pending Buy or Sell Orders (Investment Personnel and Access Persons) . Any purchase or sale of Securities (except Funds) by Investment Personnel or Access Persons on any day during which any Fund or Private Account has a pending buy or sell order in the same Security (or Equivalent Security) until that order is executed or withdrawn. This prohibition applies whether the Securities Transaction is in the same direction ( e.g. , two purchases) or the opposite direction (a purchase and sale) as the transaction of the Fund or Private Account. See exemption in Section II.B.2.
b. Seven-Day Blackout (Investment Personnel and Access Persons) . Purchases or sales of Securities (except Funds and registered open-end investment companies that are not ETFs) by Investment Personnel or Access Persons within seven calendar days before and after a purchase or sale of the same Securities (or Equivalent Securities) by any Fund or Private Account. For example, if a Fund or Private Account trades a Security on day one, day eight is the first day any Investment Personnel or Access Persons may trade that Security (or Equivalent Security) for an account in which he or she has a beneficial interest. This prohibition applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition also does not apply where a personal trade follows or precedes a Fund or Private Account trade to purchase or sell a basket of securities to invest cash or raise cash ( e.g ., program trades or cash equitization trades). Investment Personnel and Access Persons may not cause a Fund or Private Account to refrain from trading in order to avoid the application of this prohibition. See exemption in Section II.B.2.
c. Intention to Buy or Sell for a Fund or Private Account (Investment Personnel and Access Persons) . Purchases or sales of Securities (except Funds) by an Access Person or Investment Person at a time when that Access Person or Investment Person intends, or knows of anothers intention, to purchase or sell that Security (or an Equivalent Security) on behalf of a Fund or Private Account. This prohibition also applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition does not apply with respect to Fund or Private Account trades to purchase or sell a basket of securities to invest cash or raise cash ( e.g. , program trades or cash equitization trades).
d. Sixty Day Short-Term Trading Profit Restriction (Investment Personnel and Access Persons) . Investment Personnel are prohibited from profiting from any purchase and sale, or sale and purchase, of a Security or Equivalent Security within sixty calendar days. All Access Persons are prohibited from profiting from any purchase and sale, or sale and purchase, of a Fund or Private Account within sixty calendar days.
e. Restricted List (Investment Personnel and Access Persons) . Investment Personnel and Access Persons are prohibited from purchases or sales of Securities on the Advisers Restricted List, if any.
f. Holdings Restriction (Investment Personnel and Access Persons) . Investment Personnel and Access Persons are prohibited from purchasing Securities or Equivalent Securities (except Funds and ETFs) currently held or sold short by any Fund or Private Account.
g. Excessive Trading (Investment Personnel and Access Persons) . Excessive trading is strongly discouraged. Excessive trading means trading with a frequency that
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potentially imposes an administrative burden on the Compliance department, interferes with regular job duties, or adversely affects clients, as determined by the Compliance Officer in his or her discretion. In general, any Access Person engaging in more than 40 Securities Transactions in a quarter should expect additional scrutiny of his or her trades. The Compliance Officer monitors trading activity, and may limit the number of Securities Transactions by an Access Person during a given period. Notwithstanding the foregoing, this rule does not apply to Securities Transactions in an account that is managed by a broker or adviser with discretionary authority over the account.
2. Always Prohibited Securities Transactions . The following Securities Transactions for Funds or Private Accounts are prohibited for all Access Persons and Investment Persons and will not be authorized under any circumstances.
a. Inside Information . Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security. For more detailed information, see the Advisers Insider Trading Policy in its Compliance Policies and Procedures.
b. Market Manipulation . Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading.
c. Others . Any other transactions deemed by the Compliance Officer (or a designee) to involve a conflict of interest, possible diversions of a corporate opportunity, an appearance of impropriety, or an administrative burden, or determined by the Compliance Officer (or designee) in his or her discretion to be prohibited for any other reason.
3. Initial Public Offerings (Investment Personnel and Access Persons) . Any purchase of Securities by Investment Personnel or Access Persons in an initial public offering (other than a new offering of a registered open-end investment company) or purchase of cryptocurrency tokens or Initial Coin Offerings (which may be analogous to IPOs) is only permitted if the Compliance Officer grants permission after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the persons position as an Investment Person or Access Person. If authorized, the Compliance Officer will maintain a record of the reasons for such authorization (see Appendix 6).
4. Private Placements (Investment Personnel and Access Persons) . Acquisition of Beneficial Interests in Securities in a Private Placement by Investment Personnel or Access Persons is only permitted if the Compliance Officer (or a designee) grants permission after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the persons position as an Investment Person or Access Person. If a Private Placement transaction is permitted, the Compliance Officer will maintain a record of the reasons for such approval (see Appendix 6). Investment Personnel who have acquired securities in a Private Placement are required to disclose that investment to the Compliance Officer when they play a part in any subsequent consideration of an investment in the issuer by a Fund or Private Account, and the decision to purchase securities of the issuer by a Fund or Private Account must be independently authorized by a Portfolio Manager with no personal interest in the issuer.
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B. Exemptions.
1. The following Securities Transactions are exempt from the restrictions set forth in Section II.A.
a. Mutual Funds . Securities issued by any registered open-end investment companies (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs/ETMFs);
b. No Knowledge . Securities Transactions where neither the Access Person nor Investment Person nor an Immediate Family member knows of the transaction before it is completed (for example, Securities Transactions effected for an Access Person or Investment Person by a trustee of a blind trust or by an automated or robo adviser without Access Person or Investment Person input or approval, or discretionary trades involving an investment partnership or investment club in which the Access Person or Investment Person is neither consulted nor advised of the trade before it is executed);
c. Certain Corporate Actions . Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;
d. Rights . Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent the rights were acquired in the issue;
e. Charities and Inheritances . Any disposition of Securities (or Equivalent Securities) donated or transferred to charitable or similar organizations, or any acquisition of Securities (or Equivalent Securities) through inheritance or similar estate transfer processes. This exception does not apply to a donation where the Access Person or Investment Person knows that the recipient will immediately sell the Securities (or Equivalent Securities).
f. Miscellaneous . Any transaction in the following: (1) bankers acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) high quality short-term debt, including repurchase agreements, (5) Securities that are direct obligations of the U.S. Government, (6) municipal bonds, and (7) other Securities as may from time to time be designated in writing by the Compliance Officer on the grounds that the risk of abuse is minimal or non-existent.
2. Personal Transactions in Securities that also are being purchased, sold or held by a Fund or Private Account are exempt from the prohibitions of Sections II.A.1. a, b and c if the Investment Person or Access Person does not, in connection with his or her regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by that Fund or Private Account.
3. Application to Commodities, Certain Futures, Options on Futures and Options on Broad-Based Indexes . Commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks, but not including futures on single securities) and options on futures are not subject to the prohibited transaction provisions of Section II.A., but are subject to the Codes transaction reporting requirements.
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4. Application to Currencies and Cryptocurrencies . Currencies, such as US Dollars or euros, are not Securities and are not subject to the Code. Similarly, cryptocurrencies, such as Bitcoin, which are a virtual or digital representation of value, are not Securities and are not subject to the Code. However, purchases of cryptocurrency tokens and ICOs are subject to preclearance, and, depending on the instrument, derivatives on tokens are subject to preclearance.
III. REPORTING AND PRECLEARANCE REQUIREMENTS
A. Reporting and Preclearance Requirements for Access Persons and Investment Personnel
1. Preclearance Procedures . Access Persons and Investment Persons must obtain approval from the Compliance Officer prior to entering into any Securities Transactions (including IPOs and Private Placements) or purchases or sales of cryptocurrency tokens or ICOs (which are subject to the same procedures as Securities Transactions below), except that preclearance is not required for the exempt Securities Transactions set forth in Section II.B or for Securities Transactions in Funds or federal Thrift Savings Plan funds, provided, however, that preclearance is required for Securities Transactions in Funds of Causeway ETMF Trust. Access Persons and Investment Persons may preclear Securities Transactions only where they have a present intent to transact in the Security.
To preclear a Securities Transaction, an Access Person or Investment Person shall communicate his or her request to the Compliance Officer and provide the following information:
a) Issuer name;
b) Type of security (stock, bond, note, etc.); and
c) Nature of transaction (purchase or sale).
Approval of a Securities Transaction, once given, is effective only for two business days or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate, whichever is shorter.
2. Initial Holdings and Accounts Report . Every Access Person and Investment Person must submit within 10 days of becoming an Access Person or Investment Person an Initial Holdings and Accounts Report (see Appendix 3-A) to the Compliance Officer listing all Securities accounts and Securities that he or she holds in such accounts in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Initial Holdings and Accounts Report must be current as of a date not more than 45 days prior to the date the person becomes an Access Person or Investment Person.
3. Quarterly Reporting Requirements . Every Access Person and Investment Person (and Immediate Family member) must arrange for the Compliance Officer to receive directly from any broker, dealer, or bank that effects any Securities Transaction, duplicate copies of each confirmation for each such transaction and periodic statements for each brokerage account in which such Access Person or Investment Person (and Immediate Family member) has a Beneficial Interest. Attached hereto as Appendix 4 is a form of letter that may be used to request such documents from such entities. All copies must be received no later than 30 days after the end of the calendar quarter. Each confirmation or statement must disclose the following information:
a) the date of the transaction;
b) the title (and exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable);
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c) the number of shares and principal amount;
d) the nature of the transaction ( e.g. , purchase or sale);
e) the price of the Security; and
f) the name of the broker, dealer or bank through which the trade was effected.
If an Access Person or Investment Person (or Immediate Family member) is not able to arrange for duplicate confirmations and periodic statements to be sent that contain the information required above, or if a transaction is consummated without an intermediary, he or she must submit a quarterly transaction report (see Appendix 5) within 30 days after the completion of each calendar quarter to the Compliance Officer.
4. Every Access Person or Investment Person who establishes a Securities account during the quarter in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest must submit an Account Report (see Appendix 5) to the Compliance Officer. This report must be submitted to the Compliance Officer within 30 days after the completion of each calendar quarter.
5. Annual Holdings and Accounts Report . Every Access Person and Investment Person must annually submit an Annual Holdings and Accounts Report (see Appendix 3-A) listing all Securities accounts and Securities in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.
6. An Access Person or Investment Person is not required to report Securities accounts that may only hold open-end mutual funds (except ETFs/ETMFs); however, an Access Person or Investment Person is required to report Securities accounts that are permitted to hold other Securities or ETFs/ETMFs even if the Securities account does not currently hold other Securities or ETFs/ETMFs.
B. Reporting Requirements for Independent Fund Trustees
Each Independent Fund Trustee (and his or her Immediate Family) must report to the Compliance Officer any trade in a Security by any account in which the Independent Fund Trustee has any Beneficial Interest if the Independent Fund Trustee knew or, in the ordinary course of fulfilling his or her duty as a Trustee of the Trust, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Security by the Trustee such Security (or an Equivalent Security) was or would be purchased or sold by a Fund or such purchase or sale by a Fund was or would be considered by the Fund, except with respect to purchases or sales of a basket of securities to invest cash or raise cash ( e.g. , program trades or cash equitization trades). Independent Fund Trustees who need to report such transactions should refer to the procedures outlined in Section III.A.2.
C. Exemptions, Disclaimers and Availability of Reports
1. Exemptions .
(a) A Securities Transaction involving the following circumstances or Securities is exempt from the reporting requirements discussed above: (1) neither the Access Person or Investment Person nor an Immediate Family member had any direct or indirect influence or control over the transaction; (2) Securities directly issued by the U.S. Government; (3) bankers acceptances; (4) bank certificates of deposit; (5) commercial paper; (6) high quality short-term debt instruments,
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including repurchase agreements; and (7) shares issued by open-end mutual funds (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs/ETMFs).
(b) An Access Person or Investment Person shall not be required to make a transaction report under Section III.A. to the extent that information in the report would duplicate information recorded by the Adviser pursuant to Rule 204-2(a)(13) of the Advisers Act.
(c) With respect to transactions effected pursuant to an Automatic Investment Plan, Access Persons and Investment Persons need not make quarterly transaction reports under Section III.A.
2. Disclaimers . Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.
3. Availability of Reports . All information supplied pursuant to this Code may be made available for inspection to the Board of Trustees of the Trusts, the management of the Adviser, the Compliance Officer, any party to which any investigation is referred by any of the foregoing, the SEC, any self-regulatory organization of which the Adviser is a member, any state securities commission or regulator, and any attorney or agent of the foregoing or of the Trusts.
IV. FIDUCIARY DUTIES
A. Confidentiality . Covered Persons are prohibited from revealing information relating to the investment intentions or activities of the Funds or Private Accounts except to persons whose responsibilities require knowledge of the information.
B. Corporate Opportunities . Access Persons and Investment Persons may not take personal advantage of any opportunity properly belonging to the Funds or Private Accounts. This includes, but is not limited to, acquiring Securities for ones own account that would otherwise be acquired for a Fund or Private Account.
C. Undue Influence . Covered Persons may not cause or attempt to cause any Fund or Private Account to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person (or Immediate Family member) stands to benefit materially from an investment decision for a Fund or Private Account which the Covered Person is recommending or participating in, the Covered Person must disclose to those persons with authority to make investment decisions for the Fund or Private Account (or, if the Covered Person in question is a person with authority to make investment decisions for the Fund or Private Account, to the Compliance Officer) any Beneficial Interest that the Covered Person (or Immediate Family member) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Covered Person (or Immediate Family member) or the appearance of impropriety. The person to whom the Covered Person reports the interest, in consultation with the Compliance Officer, must determine whether or not the Covered Person will be restricted in making investment decisions.
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V. COMPLIANCE WITH THIS CODE OF ETHICS
A. Compliance Officer Review
1. Monitoring of Personal Securities Transactions . The Compliance Officer will review personal Securities Transactions and holdings reports made pursuant to Section III.
2. Investigating Violations of the Code . The Compliance Officer will investigate any suspected violation of the Code and report the results of each investigation to the Chief Operating Officer of the Adviser. The Chief Operating Officer together with the Compliance Officer will review the results of any investigation of any reported or suspected violation of the Code.
3. Annual Reports . At least annually, the Compliance Officer must furnish to each Trusts Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.
B. Remedies
1. Sanctions . If the Compliance Officer and the Chief Operating Officer of the Adviser determine that a Covered Person has committed a violation of the Code following a report of the Compliance Officer, the Compliance Officer and the Chief Operating Officer of the Adviser may impose sanctions and take other actions as they deem appropriate, including a letter of caution, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC, criminal referral, and termination of the employment of the violator for cause. Absent exceptional circumstances, an Access Persons first violation of the Code would result in a 30-day suspension of personal trading privileges, a second violation within a five year period would result in a 90-day suspension of personal trading privileges, and a third violation within a five year period would result in a 2-year suspension of trading privileges. For these purposes, violations would be measured from the date the violation occurred and include, for accumulation purposes, past violations. A suspension of trading privileges would generally entail a prohibition from purchasing Securities, but would not prohibit purchases of registered open-end investment companies and would not prohibit sales of Securities or purchases of Securities to cover short positions.
The Compliance Officer and the Chief Operating Officer of the Adviser also may require the Covered Person to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom. The amount of profit shall be calculated by the Compliance Officer and the Chief Operating Officer of the Adviser. Such profit and any other monetary fine imposed hereunder shall be paid by the Covered Person to the Adviser and forwarded by the Adviser to a charitable organization selected by the Compliance Officer and the Chief Operating Officer of the Adviser. The Compliance Officer and the Chief Operating Officer of the Adviser may not review his or her own transaction.
2. Sole Authority . The Compliance Officer and the Chief Operating Officer of the Adviser have sole authority, subject to the review set forth in Section V.B.1 above, to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.
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C. Exceptions to the Code . Exceptions to the Code will rarely, if ever, be granted. The Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse, or upon a showing by the employee that he or she would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve a Securities Transaction, a change in the employees investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for an exception. Any exceptions granted must be in writing.
D. Compliance Certification . The Adviser shall provide each Covered Person with a copy of the Code of Ethics and any amendments. Each Access Person and Investment Person shall certify that he or she has received, read and understands the Code and any amendments by executing the Certification of Compliance with the Code of Ethics form (see Appendix 3). In addition, on an annual basis, all Access Persons and Investment Persons will be required to re-certify on such form (see Appendix 3) that they have read and understand the Code and any amendments, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code. Independent Fund Trustees and members of the board of managers of the Advisers parent holding company should complete Appendix 3-I only.
E. Inquiries Regarding the Code . The Compliance Officer will answer any questions about the Code or any other compliance-related matters.
DATED: April 25, 2005
REVISED: November 1, 2005; January 30, 2006; January 28, 2008; February 1, 2010; August 2, 2010; August 10, 2010; July 1, 2013; June 30, 2015; June 30, 2016; December 29, 2017; June 29, 2018
Adopted by Causeway ETMF Trust: December 29, 2017; revised: June 29, 2018
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Appendix 1
DEFINITIONS
1940 Act means the Investment Company Act of 1940, as amended.
Access Person means any officer, general partner or Advisory Person of a Trust or the Adviser; provided, that the employees of SEI Investments Global Funds Services and its affiliates (collectively, SEI) shall not be deemed to be Access Persons as their trading activity is covered by the Code of Ethics adopted by SEI in compliance with Rule 17j-1 under the 1940 Act. Unless otherwise determined by the Compliance Officer in writing, Independent Fund Trustees and members of the board of managers of the Advisers parent holding company who are not Advisory Persons are deemed not to be Access Persons under this Code on the grounds that they do not have regular access to information or recommendations regarding the purchase or sale of Securities by Funds or Private Accounts and the risk of abuse is deemed minimal.
Adviser means Causeway Capital Management LLC.
Advisers Act means the Investment Advisers Act of 1940, as amended.
Advisory Person means
(1) any trustee, member of the board of managers of the Advisers parent holding company, or officer, general partner or employee of the Adviser or a Trust (or of any company in a Control relationship with such companies) who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to information regarding the purchase or sale of Securities by, or the nonpublic portfolio holdings of, the Funds or Private Accounts, or has access to or whose functions relate to the making of any recommendations with respect to such purchases or sales, and
(2) any natural person in a Control relationship to a Trust or the Adviser who obtains information concerning recommendations made to the Funds or Private Accounts with respect to the purchase or sale of Securities by the Funds or Private Accounts.
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of beneficial owner found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.
Code means this Code of Ethics, as it may be amended from time to time.
Compliance Officer means the Chief Compliance Officer of the Adviser and a Trust and the persons designated in Appendix 2, as such Appendix shall be amended from time to time.
i
Control shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.
Covered Person means any Access Person, Investment Person, Independent Fund Trustee, member of the board of managers of the Advisers parent holding company, or member, officer or employee of the Adviser or its parent holding company.
Equivalent Security means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, futures on single securities, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities and futures on single securities are included even if, technically, they are issued by the Options Clearing Corporation, a futures clearing authority, or a similar entity.
ETF means exchange-traded fund.
ETMF means exchange-traded managed fund, which may also be referred to as NextShares.
Fund means a portfolio of a Trust.
Immediate Family of a person means any of the following persons who reside in the same household as such person:
child | grandparent | son-in-law | ||
stepchild | spouse | daughter-in-law | ||
grandchild | sibling | brother-in-law | ||
parent | mother-in-law | sister-in-law | ||
stepparent | father-in-law |
Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Officer determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.
Independent Fund Trustee means a trustee of a Trust who is not an interested person as that term is defined in Section 2(a)(19) of the 1940 Act.
Initial Coin Offering or ICO, which may also be referred to as a token offering, is similar to an IPO and used to raise capital, often providing the buyer certain rights once issued.
Initial Public Offering or IPO is an offering of securities registered under the Securities Act of 1933 by an issuer who immediately before the registration of such securities was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Investment Personnel and Investment Person mean (1) employees of the Adviser or a Trust (or of any company in a Control relationship to such companies) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities, or (2) any natural person who Controls the Adviser or a Trust and who obtains information concerning recommendations made to the Funds or Private Accounts regarding the purchase and sale of Securities by the Funds or Private Accounts. References to Investment Personnel include without limitation Portfolio Managers.
ii
Market Timing means transactions deemed by the Compliance Officer to constitute the short-term buying and selling of shares of Funds or Private Accounts to exploit pricing inefficiencies.
Portfolio Manager means a person who has or shares principal day-to-day responsibility for managing the portfolio of a Fund or Private Account.
Private Account means the portion of a portfolio of a private client or mutual fund client for which the Adviser serves as investment adviser or subadviser.
Private Placement means a limited offering exempt from registration pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the Securities Act of 1933.
Restricted List means the list of companies maintained by the Compliance Officer about which the Adviser or its affiliates potentially possess material nonpublic information.
SEC means the Securities and Exchange Commission.
Security means a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, including, but not limited to, stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. Security does not include futures and options on futures (except for single security futures and options on futures), but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code. Security also does not include currencies or cryptocurrencies, but the purchase and sale of ICOs and tokens are nevertheless subject to the reporting requirements of the Code.
Securities Transaction means a purchase or sale of Securities in which a person (or Immediate Family member of such person) has or acquires a Beneficial Interest.
Trust means each of Causeway Capital Management Trust and Causeway ETMF Trust, investment companies registered under the 1940 Act for which the Adviser serves as investment adviser.
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Appendix 2
CONTACT PERSONS
COMPLIANCE OFFICER
1. Kurt J. Decko, Chief Compliance Officer
2. Turner Swan, General Counsel/Compliance Officer
3. Nicolas Chang, Compliance Officer
No Compliance Officer is permitted to preclear or review his/her own transactions or reports under this Code.
Appendix 3
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
I acknowledge that I have received the Code of Ethics dated June 29, 2018, and certify that:
1. I have read the Code of Ethics and any amendments and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.
2. In accordance with Section III.A of the Code of Ethics, I will report or have reported all Securities Transactions in which I have, or a member of my Immediate Family has, a Beneficial Interest, except for transactions exempt from reporting under Section III.C.
3. I have listed on Appendix 3-A of this form all accounts and securities in which I have, or any member of my Immediate Family has, any Beneficial Interest.
4. I will comply or have complied with the Code of Ethics in all other respects.
5. I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code of Ethics.
Access Persons/Investment Persons Signature
|
||
Print Name |
Date:
Appendix 3-A
PERSONAL SECURITIES HOLDINGS and ACCOUNTS DISCLOSURE FORM
(for use as an Initial or Annual Holdings and Accounts Report)
Pursuant to Section III.A.1 or III.A.3 of the Code of Ethics, please list all Securities accounts and Securities holdings for each Securities account in which you or your Immediate Family member has a Beneficial Interest. You do not need to list those Securities that are exempt pursuant to Section III.C.
Is this an Initial or Annual Report? |
|
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Name of Access Person/Investment Person: |
|
|||
Name of Account Holder: |
|
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Relationship to Access Person/Investment Person: |
|
SECURITIES HOLDINGS:
Attach to this Report your most recent account statement and/or list Securities held below:
Title and type of Security (and exchange ticker symbol or CUSIP number) |
No. of Shares | Principal Amount | Name of Broker/Dealer/Bank | |||
1. | ||||||
2. | ||||||
3. | ||||||
4. | ||||||
5. |
(Attach separate sheets as necessary)
SECURITIES ACCOUNTS:
Account Name | Account Number | Date Account Opened | Name of Broker/Dealer/Bank | |||
1. | ||||||
2. | ||||||
3. | ||||||
4. |
(Attach separate sheets as necessary)
I certify that this Report and the attached statements (if any) constitute all the Securities accounts and Securities that must be reported pursuant to this Code.
Access Person/Investment Person Signature |
||||
Print Name |
Date |
Appendix 3-I
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
(Independent Fund Trustees
and
members of the board of managers of the Advisers parent holding company)
I acknowledge that I have received the Code of Ethics dated June 29, 2018, and certify that:
1. I have read the Code of Ethics and any amendments, and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.
2. I will report or have reported all Securities Transactions required to be reported under Section III.B of the Code in which I have, or a member of my Immediate Family has, a Beneficial Interest (Independent Fund Trustees only).
3. I will comply or have complied with applicable provisions of the Code of Ethics in all other respects.
Independent Fund Trustee/Manager Signature |
||
Print Name |
Date:
Appendix 4
Form of Letter to Broker, Dealer or Bank
<Date>
<Broker Name and Address>
Subject: Account #
Dear :
Causeway Capital Management LLC (Adviser), my employer, is a registered investment adviser. In connection with the Code of Ethics adopted by the Adviser, I am required to request that you send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account to my employer. Please note that the confirmations and/or periodic statements must disclose the following information:
1) |
date of the transaction; |
2) |
the title of the security (including exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable); |
3) |
the number of shares and principal amount; |
4) |
the nature of the transaction ( e.g ., purchase or sale); |
5) |
the price of the security; and |
6) |
the name of the firm effecting the trade. |
If you are unable to provide this information, please let me know immediately. Otherwise, please address the confirmations and statements directly to:
Kurt J. Decko
Chief Compliance Officer
Causeway Capital Management LLC
11111 Santa Monica Blvd., 15 th Floor
Los Angeles, CA 90025
Your cooperation is most appreciated. If you have any questions regarding these requests, please contact me or Mr. Decko at (310) 231-6181.
Sincerely,
<Name of Access Person/Investment Person>
Appendix 5
REPORT OF SECURITY TRANSACTIONS |
FOR QUARTER ENDED |
Investment Persons and Access Persons: You do not need to report transactions in 1) direct obligations of the U.S. Government, 2) bankers acceptances, bank CDs, commercial paper, high quality short-term debt instruments, including repurchase agreements, 3) shares of an open-end investment company (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs, except that shares of Funds of Causeway ETMF Trust must be reported), 4) transactions for which you had no direct or indirect influence or control; and 5) transactions effected pursuant to an Automatic Investment Plan.
Independent Fund Trustees : If you are an Independent Fund Trustee, then you only need to report a transaction if you, at the time of that transaction, knew or, in the ordinary course of fulfilling your official duties as a Trustee to a Trust, should have known that, during the 15-day period immediately before or after your transaction in a Security:
1) a Fund purchased or sold such Security or
2) a Fund or the Adviser considered purchasing or selling such Security.
Note that purchases or sales of a basket of securities by a Fund to invest cash or raise cash ( e.g. , program trades or cash equitization trades) do not trigger a reporting obligation.
Disclose all Securities Transactions for the period covered by this report:
Title of Security* |
Number Shares |
Date of Transaction |
Price at Which Effected |
Principal
Amount |
Bought or Sold |
Name of Broker/Dealer/Bank |
||||||
* Please disclose the interest rate or maturity date and exchange ticker symbol or CUSIP number, as applicable.
Did you establish any securities accounts during the period covered by this report? Yes No
If Yes, please complete the following:
June 29, 2018
Name of Broker |
Date of Account Opening |
Account Number | ||
____ The above is a record of every Securities Transaction or account opened which I had, or in which I acquired, any direct or indirect Beneficial Interest during the period indicated above.
____ I certify that the Compliance Officer has received confirmations or account statements pertaining to all Securities Transactions executed that disclose the information required above, and has received notice of any accounts opened, during the period covered by this report.
____ I have nothing to report for the period covered by this report.
Date: |
|
Signature: |
|
June 29, 2018
Appendix 6
INITIAL PUBLIC OFFERING / PRIVATE PLACEMENT
CLEARANCE FORM
(for the use of the Compliance Officer only)
The Code for the Trusts and the Adviser prohibits any acquisition of Securities in an Initial Public Offering (other than shares of open-end investment companies) and Private Placement by any Investment Person or Access Person unless permitted by the Compliance Officer. In these instances, a record of the rationale supporting the approval of such transactions must be completed and retained for a period of five years after the end of the fiscal year in which approval is granted. This form should be used for such recordkeeping purposes; the Compliance Officers signature on an appropriate preclearance form for such securities also shall suffice for record keeping purposes.
Name: |
Date of Request |
|
|
Name of IPO / Private Placement: |
|
|
Date of Offering: |
|
|
Number of Shares/Interests |
|
|
Price: |
|
|
Name of Broker/Dealer/Bank |
|
___ I have cleared the IPO / Private Placement transaction described above.
Reasons supporting the decision to approve the above transaction:
|
Name of Compliance Officer |
|
Signature of Compliance Officer |
|
Date |