As filed with the Securities and Exchange Commission on June 21, 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. 351 | ☒ | |||
and/or | ||||
REGISTRATION STATEMENT | ||||
UNDER | ||||
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 355 | ☒ |
(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 (date) 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 Overseas Completion Portfolio series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
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2 | Prospectus [2019] |
Shareholder Fees (fees paid directly from your investment) | |
Maximum sales charge (load) imposed on purchases (as a % of offering price) | None |
Maximum deferred sales charge (load) imposed on redemptions (as a % of the lower of the original purchase price or current net asset value) | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management fees (a) | [_____]% |
Distribution and/or service (12b-1) fees | 0.00% |
Other expenses (b) | [_____]% |
Total annual Fund operating expenses | [_____]% |
(a) | The Investment Manager of the Fund does not charge a management fee to the Fund. However, the Fund is an integral part of broader SMA programs, and the Investment Manager or its affiliates will be compensated directly or indirectly by Program Sponsors or SMAs for providing investment management services to the SMA. |
(b) | Other expenses are based on estimated amounts for the Fund’s current fiscal year. |
■ | you invest $10,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | |
Shares (whether or not shares are redeemed) | $[_____] | $[_____] |
Prospectus [2019] | 3 |
4 | Prospectus [2019] |
Prospectus [2019] | 5 |
6 | Prospectus [2019] |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Fred Copper, CFA | Senior Portfolio Manager | Co-Portfolio Manager | [____ 2019] | |||
Daisuke Nomoto, CMA (SAAJ) | Senior Portfolio Manager | Co-Portfolio Manager | [____ 2019] |
Prospectus [2019] | 7 |
8 | Prospectus [2019] |
■ | businesses that are believed to be fundamentally sound and undervalued due to investor indifference, investor misperception of company prospects, or other factors; |
■ | various measures of valuation, including price-to-cash flow, price-to-earnings, price-to-sales, and price-to-book value. The Investment Manager believes that companies with lower valuations are generally more likely to provide opportunities for capital appreciation; |
■ | a company’s current operating margins relative to its historic range and future potential; and/or |
■ | potential indicators of stock price appreciation, such as anticipated earnings growth, company restructuring, changes in management, business model changes, new product opportunities or anticipated improvements in macroeconomic factors. |
Prospectus [2019] | 9 |
10 | Prospectus [2019] |
Prospectus [2019] | 11 |
12 | Prospectus [2019] |
Prospectus [2019] | 13 |
14 | Prospectus [2019] |
Prospectus [2019] | 15 |
16 | Prospectus [2019] |
Columbia Overseas Completion Portfolio | |
[_____]% |
Prospectus [2019] | 17 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Fred Copper, CFA | Senior Portfolio Manager | Co-Portfolio Manager | [____ 2019] | |||
Daisuke Nomoto, CMA (SAAJ) | Senior Portfolio Manager | Co-Portfolio Manager | [____ 2019] |
18 | Prospectus [2019] |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
Prospectus [2019] | 19 |
20 | Prospectus [2019] |
Investment Minimums | None (but your Program Sponsor may have investment minimums) |
Investment Limits | None (but your Program Sponsor may have investment limits) |
Conversion Features | None |
Front-End Sales Charges | None |
Contingent Deferred Sales Charges (CDSCs) | None |
Exchangeability | None |
Maximum Distribution and/or Service Fees | None |
Prospectus [2019] | 21 |
22 | Prospectus [2019] |
Prospectus [2019] | 23 |
24 | Prospectus [2019] |
■ | 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] | 25 |
26 | Prospectus [2019] |
■ | Once the Transfer Agent or your financial intermediary receives your redemption order in “good form,” your shares will be sold at the next calculated NAV per share (i.e., the trade date). |
■ | Once the Fund receives your redemption request in “good form,” you cannot cancel it after the market closes. |
■ | If you sell your shares through a financial intermediary, the Fund 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. |
Prospectus [2019] | 27 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks. |
■ | A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declaration and Distribution Schedule | |
Declarations | [Annually] |
Distributions | [Annually] |
28 | Prospectus [2019] |
■ | The Fund intends to elect to be treated, and to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund's failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Fund qualifies for treatment as a regulated investment company, the Fund may be subject to federal excise tax on certain undistributed income or gains. |
■ | Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
■ | Distributions of the Fund's ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund's net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares. |
■ | From time to time, a distribution from the Fund could constitute a return of capital. A return of capital is a return of an amount of your original investment and is not a distribution of income or capital gain from the Fund. Therefore, a return of capital is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
■ | If you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Fund's dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. |
■ | Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayer's modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer's “net investment income.” |
Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net gains recognized on the sale, redemption or exchange of shares of the Fund. |
■ | Certain derivative instruments when held in the Fund's portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. |
■ | Generally, a Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a “section 1256 contract,” which includes most traded options on a broad-based index, and the Fund holds such option at the end of its taxable year, the Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term capital gain or loss, as described further in the SAI. |
■ | Income and proceeds received by the Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Fund's assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of |
Prospectus [2019] | 29 |
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. |
30 | Prospectus [2019] |
Prospectus [2019] | 31 |
Columbia Adaptive Retirement 2020 Fund | ||
Class Adv: CARGX | Class Inst3: CARHX | |
Columbia Adaptive Retirement 2025 Fund | ||
Class Adv: CAAHX | Class Inst3: CAIDX | |
Columbia Adaptive Retirement 2030 Fund | ||
Class Adv: CARLX | Class Inst3: CARMX | |
Columbia Adaptive Retirement 2035 Fund | ||
Class Adv: CARJX | Class Inst3: CAIEX | |
Columbia Adaptive Retirement 2040 Fund | ||
Class Adv: CAROX | Class Inst3: CARQX | |
Columbia Adaptive Retirement 2045 Fund | ||
Class Adv: CARPX | Class Inst3: CAIHX | |
Columbia Adaptive Retirement 2050 Fund | ||
Class Adv: CARSX | Class Inst3: CARUX | |
Columbia Adaptive Retirement 2055 Fund | ||
Class Adv: CARFX | Class Inst3: CAIJX | |
Columbia Adaptive Retirement 2060 Fund | ||
Class Adv: CARKX | Class Inst3: CARVX | |
Columbia Adaptive Risk Allocation Fund | ||
Class A: CRAAX | Class Adv: CARRX | Class C: CRACX |
Class Inst: CRAZX | Class Inst2: CRDRX | Class Inst3: CARYX |
Class R: CRKRX | ||
Columbia Alternative Beta Fund | ||
Class A: CLAAX | Class Adv: CLFUX | Class C: CLABX |
Class Inst: CLAZX | Class Inst2: CLIVX | Class Inst3: CLAYX |
Class R: CRRLX | ||
Columbia Balanced Fund | ||
Class A: CBLAX | Class Adv: CBDRX | Class C: CBLCX |
Class Inst: CBALX | Class Inst2: CLREX | Class Inst3: CBDYX |
Class R: CBLRX | ||
Columbia Bond Fund | ||
Class A: CNDAX | Class Adv: CNDRX | Class C: CNDCX |
Class Inst: UMMGX | Class Inst2: CNFRX | Class Inst3: CBFYX |
Class R: CBFRX | Class V: CNDTX | |
Columbia
Connecticut Intermediate Municipal Bond Fund
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||
Class A: LCTAX | Class Adv: CCTMX | Class C: LCTCX |
Class Inst: SCTEX | Class Inst3: CCTYX | Class V: GCBAX |
Columbia Contrarian Core Fund | ||
Class A: LCCAX | Class Adv: CORRX | Class C: LCCCX |
Class Inst: SMGIX | Class Inst2: COFRX | Class Inst3: COFYX |
Class R: CCCRX | Class V: SGIEX | |
Columbia Corporate Income Fund | ||
Class A: LIIAX | Class Adv: CIFRX | Class C: CIOCX |
Class Inst: SRINX | Class Inst2: CPIRX | Class Inst3: CRIYX |
Columbia Multi-Asset Income Fund | ||
Class A: CLNAX | Class Adv: CLNFX | Class C: CLCNX |
Class Inst: CLNZX | Class Inst2: CLNVX | Class Inst3: CMUYX |
Columbia
New York Intermediate Municipal Bond Fund
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Class A: LNYAX | Class Adv: CNYIX | Class C: LNYCX |
Class Inst: GNYTX | Class Inst2: CNYUX | Class Inst3: CNYYX |
Class V: GANYX | ||
Columbia
Oregon Intermediate Municipal Bond Fund
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Class A: COEAX | Class Adv: CORMX | Class C: CORCX |
Class Inst: CMBFX | Class Inst2: CODRX | Class Inst3: CORYX |
Columbia Overseas Completion Portfolio | ||
Columbia Pacific/Asia Fund | ||
Class A: CASAX | Class Adv: CPRAX | Class C: CASCX |
Class Inst: USPAX | Class Inst3: CPAYX | |
Columbia Real Estate Equity Fund | ||
Class A: CREAX | Class Adv: CRERX | Class C: CRECX |
Class Inst: CREEX | Class Inst2: CRRVX | Class Inst3: CREYX |
Class R: CRSRX | ||
Columbia Select Large Cap Growth Fund | ||
Class A: ELGAX | Class Adv: CSRRX | Class C: ELGCX |
Class Inst: UMLGX | Class Inst2: CGTRX | Class Inst3: CCWRX |
Class R: URLGX | ||
Columbia Small Cap Growth Fund I | ||
Class A: CGOAX | Class Adv: CHHRX | Class C: CGOCX |
Class Inst: CMSCX | Class Inst2: CSCRX | Class Inst3: CSGYX |
Class R: CCRIX | ||
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. |
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Statement of Additional Information – [____, 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 – [____, 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 – [____, 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 Investment 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. |
[____] | [___] |
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 – [____, 2019] | 4 |
Shares | Shares of a Fund |
Solution Series Funds | Columbia Overseas Completion Portfolio, 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 – [____, 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 Overseas Completion Portfolio | Overseas Completion Portfolio | |
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 |
Statement of Additional Information – [____, 2019] | 6 |
Fund Name: | Referred to as: | |
Columbia Total Return Bond Fund | Total Return Bond Fund | |
Columbia U.S. Social Bond Fund | U.S. Social Bond Fund | |
Columbia U.S. Treasury Index Fund | U.S. Treasury Index Fund | |
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 |
Statement of Additional Information – [____, 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 – [____, 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 |
Overseas Completion Portfolio | [____] | [____] | [____] | No | Alternative |
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 |
Statement of Additional Information – [____, 2019] | 9 |
Fund | Effective Date of Name Change | Previous Fund Name |
Intermediate Municipal Bond Fund |
May
14, 2019
July 7, 2014 |
Columbia
AMT-Free Intermediate Muni Bond Fund
Columbia Intermediate Municipal Bond Fund |
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 – [____, 2019] | 10 |
Statement of Additional Information – [____, 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 – [____, 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 – [____, 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 – [____, 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 – [____, 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. |
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■ | Bond Fund may invest up to 25% of its assets in dollar-denominated debt securities issued by foreign governments, companies or other entities. |
■ | Balanced Fund, Contrarian Core Fund and Dividend Income Fund each may invest up to 20% of its net assets in foreign securities. |
■ | Disciplined Small Core Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Small Cap Growth Fund I and Small Cap Value Fund I each may invest up to 20% of its total assets in foreign securities. |
■ | Up to 25% of the net assets of MM Total Return Bond Strategies Fund may be invested in foreign investments, which may include investments in non-U.S. dollar denominated securities, as well as investments in emerging markets securities. |
■ | MM Small Cap Equity Strategies Fund may invest up to 25% of its net assets in foreign investments. |
■ | Ultra Short Term Bond Fund may invest up to 20% of its total assets in dollar-denominated foreign debt securities. |
■ | Each Fund (other than those Funds listed below) may not sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | The following Funds may not sell securities short: 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 – [____, 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 – [____, 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 – [____, 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 – [____, 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 – [____, 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 – [____, 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% | ||
Overseas Completion Portfolio | All assets | 0.00% | [________] |
Solutions Aggressive Portfolio | 8/16/2017 | ||
Solutions Conservative Portfolio | |||
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% | ||
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 – [____, 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 – [____, 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 – [____, 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 – [____, 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 – [____, 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 – [____, 2019] | 96 |
Statement of Additional Information – [____, 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 – [____, 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 – [____, 2019] | 99 |
Statement of Additional Information – [____, 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 – [____, 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 – [____, 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 – [____, 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 |
11
RICs
33 other accounts |
$3.11
billion
$4.78 billion |
None |
$10,001
–
$50,000 (b) |
Statement of Additional Information – [____, 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 – [____, 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 – [____, 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 |
Anders Myhran (n) |
5
RICs
4 PIVs 4 other accounts |
$2.24
billion
$3.51 billion $158.73 million |
None | None | |||
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 – [____, 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 – [____, 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 – [____, 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 (o) |
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 – [____, 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 – [____, 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 – [____, 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 | |||
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 – [____, 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 – [____, 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 – [____, 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 |
Anders Myhran (n) |
5
RICs
4 PIVs 4 other accounts |
$2.24
billion
$3.51 billion $158.73 million |
None | None | |||
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 |
Anders Myhran (n) |
5
RICs
4 PIVs 4 other accounts |
$2.24
billion
$3.51 billion $158.73 million |
None | None | |||
Deborah Vargo |
10
RICs
129 other accounts |
$1.79
billion
$1.77 billion |
None | None |
Statement of Additional Information – [____, 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 ** |
|||
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 |
Anders Myhran (n) |
5
RICs
4 PIVs 4 other accounts |
$2.24
billion
$3.51 billion $158.73 million |
None | None | |||
Deborah Vargo |
10
RICs
129 other accounts |
$3.05
billion
$1.77 billion |
None |
$1
–
$10,000 (a) |
|||
NY
Intermediate Municipal Bond Fund |
Paul Fuchs |
10
RICs
7 other accounts |
$3.06
billion
$52.45 million |
None | None | Columbia Management | Columbia Management |
Anders Myhran (n) |
5
RICs
4 PIVs 4 other accounts |
$2.24
billion
$3.51 billion $158.73 million |
None | None | |||
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 – [____, 2019] | 117 |
Statement of Additional Information – [____, 2019] | 118 |
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 – [____, 2019] | 119 |
These aggregation and allocation policies could have a detrimental effect on the price or amount of the investments available to the Funds from time to time. Subject to applicable laws and/or account restrictions, AQR may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Funds. |
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 – [____, 2019] | 120 |
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 – [____, 2019] | 121 |
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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accounts. An account’s rebalance cycle is dependent on the account’s strategy. Rebalances for U.S. strategy accounts are regularly rotated and generally begin on the same day, while the order of non-U.S. strategy account rebalances may be regularly rotated over several days. The firm’s proprietary accounts, which are invested in liquid securities, may be traded in rotation with client accounts or on a particular day of the week depending on liquidity, size, model constraints, and resource constraints. |
Los Angeles Capital has adopted a Code of Ethics that includes procedures on ethical conduct and personal trading and requires pre-clearance authorization from both the Trading and Compliance 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 |
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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 – [____, 2019] | 146 |
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 – [____, 2019] | 147 |
Statement of Additional Information – [____, 2019] | 148 |
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 – [____, 2019] | 149 |
Statement of Additional Information – [____, 2019] | 150 |
(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 – [____, 2019] | 151 |
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 – [____, 2019] | 152 |
(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 – [____, 2019] | 153 |
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 – [____, 2019] | 154 |
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 – [____, 2019] | 155 |
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 – [____, 2019] | 156 |
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 – [____, 2019] | 157 |
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 – [____, 2019] | 158 |
Statement of Additional Information – [____, 2019] | 159 |
Statement of Additional Information – [____, 2019] | 160 |
Statement of Additional Information – [____, 2019] | 161 |
Statement of Additional Information – [____, 2019] | 162 |
Statement of Additional Information – [____, 2019] | 163 |
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 |
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 – [____, 2019] | 164 |
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 – [____, 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 |
Janet
Langford Carrig
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1957 |
Trustee
1996 |
Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips (independent energy company) from September 2007 to October 2018 | [70] | None | Compliance, Product and Distribution, Governance, Investment Oversight Committee #2 |
Douglas
A. Hacker
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1955 |
Trustee
and Chairman of the Board
1996 |
Independent business executive since May 2006; Executive Vice President – Strategy of United Airlines from December 2002 to May 2006; President of UAL Loyalty Services (airline marketing company) from September 2001 to December 2002; Executive Vice President and Chief Financial Officer of United Airlines from July 1999 to September 2001 | [70] | Spartan Nash Company (food distributor); Nash Finch Company (food distributor) from 2005 to 2013; Aircastle Limited (aircraft leasing); SeaCube Container Leasing Ltd. (container leasing) from 2010 to 2013; and Travelport Worldwide Limited (travel information technology) | Audit, Governance, Investment Oversight Committee #1 |
Nancy
T. Lukitsh
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1956 |
Trustee
2011 |
Senior Vice President, Partner and Director of Marketing, Wellington Management Company, LLP (investment adviser) from 1997 to 2010; Chair, Wellington Management Portfolios (commingled non-U.S. investment pools) from 2007 to 2010; Director, Wellington Trust Company, NA and other Wellington affiliates from 1997 to 2010 | [70] | None | Advisory Fees & Expenses, Governance, Product and Distribution, Investment Oversight Committee #2 |
Statement of Additional Information – [____, 2019] | 166 |
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 | [70] | 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 | [70] | 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 | [70] | 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) | [70] | 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 – [____, 2019] | 167 |
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 | [70] | 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 Committee #2 |
Olive
Darragh
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1962 |
Independent
Trustee Consultant
2019 |
Independent Trustee Consultant, Columbia Funds since June 2019; Managing Director of Darragh Inc. (a strategy and talent management consulting firm) since 2010; Founder and CEO, Zolio (an investment management talent identification platform) since 2004; Partner, Tudor Investments from 2004 to 2010; Senior Partner, McKinsey & Company from 2001 to 2004 | [70] | Director, University of Edinburgh Business School; former Director, Boston Public Library Foundation | Product and Distribution, Advisory Fees & Expenses, Audit, Compliance, Investment Oversight Committee #1 |
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 | [70] | 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 Committee #1 |
* | 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. Olive Darragh was appointed consultant to the Independent Trustees effective June 10, 2019. Shareholders of the Funds are expected to be asked to elect each of Mr. Connaughton, Ms. Darragh and Ms. Trunow as a Trustee at a future shareholder meeting. |
Statement of Additional Information – [____, 2019] | 168 |
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. | [195] | 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 – [____, 2019] | 169 |
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. |
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 – [____, 2019] | 170 |
Statement of Additional Information – [____, 2019] | 171 |
Statement of Additional Information – [____, 2019] | 172 |
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 – [____, 2019] | 173 |
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 – [____, 2019] | 174 |
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 – [____, 2019] | 175 |
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 – [____, 2019] | 176 |
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 – [____, 2019] | 177 |
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 – [____, 2019] | 178 |
Statement of Additional Information – [____, 2019] | 179 |
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 – [____, 2019] | 180 |
(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 – [____, 2019] | 181 |
Statement of Additional Information – [____, 2019] | 182 |
Statement of Additional Information – [____, 2019] | 183 |
Statement of Additional Information – [____, 2019] | 184 |
Statement of Additional Information – [____, 2019] | 185 |
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 – [____, 2019] | 186 |
(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 – [____, 2019] | 187 |
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 – [____, 2019] | 188 |
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 – [____, 2019] | 189 |
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 – [____, 2019] | 190 |
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 – [____, 2019] | 191 |
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 – [____, 2019] | 192 |
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 – [____, 2019] | 193 |
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 – [____, 2019] | 194 |
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 – [____, 2019] | 195 |
■ | 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 – [____, 2019] | 196 |
Statement of Additional Information – [____, 2019] | 197 |
Statement of Additional Information – [____, 2019] | 198 |
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 – [____, 2019] | 199 |
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 – [____, 2019] | 200 |
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 – [____, 2019] | 201 |
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 – [____, 2019] | 202 |
■ | 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 – [____, 2019] | 203 |
■ | 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 – [____, 2019] | 204 |
■ | 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 – [____, 2019] | 205 |
Statement of Additional Information – [____, 2019] | 206 |
Statement of Additional Information – [____, 2019] | 207 |
Statement of Additional Information – [____, 2019] | 208 |
Statement of Additional Information – [____, 2019] | 209 |
Statement of Additional Information – [____, 2019] | 210 |
Statement of Additional Information – [____, 2019] | 211 |
Statement of Additional Information – [____, 2019] | 212 |
Statement of Additional Information – [____, 2019] | 213 |
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 – [____, 2019] | 214 |
Statement of Additional Information – [____, 2019] | 215 |
Statement of Additional Information – [____, 2019] | 216 |
Statement of Additional Information – [____, 2019] | 217 |
Statement of Additional Information – [____, 2019] | 218 |
Statement of Additional Information – [____, 2019] | 219 |
Statement of Additional Information – [____, 2019] | 220 |
Statement of Additional Information – [____, 2019] | 221 |
Statement of Additional Information – [____, 2019] | 222 |
Statement of Additional Information – [____, 2019] | 223 |
Statement of Additional Information – [____, 2019] | 224 |
Statement of Additional Information – [____, 2019] | 225 |
Statement of Additional Information – [____, 2019] | 226 |
Statement of Additional Information – [____, 2019] | 227 |
Statement of Additional Information – [____, 2019] | 228 |
Statement of Additional Information – [____, 2019] | 229 |
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 – [____, 2019] | 230 |
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 – [____, 2019] | 231 |
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 – [____, 2019] | 232 |
Statement of Additional Information – [____, 2019] | 233 |
Statement of Additional Information – [____, 2019] | 234 |
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 – [____, 2019] | 235 |
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 – [____, 2019] | 236 |
Statement of Additional Information – [____, 2019] | 237 |
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 – [____, 2019] | 238 |
Statement of Additional Information – [____, 2019] | 239 |
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 – [____, 2019] | 240 |
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 – [____, 2019] | 241 |
Statement of Additional Information – [____, 2019] | 242 |
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 – [____, 2019] | 243 |
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 – [____, 2019] | 244 |
Statement of Additional Information – [____, 2019] | 245 |
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 – [____, 2019] | 246 |
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 – [____, 2019] | 247 |
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 – [____, 2019] | 248 |
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 – [____, 2019] | 249 |
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 – [____, 2019] | 250 |
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 – [____, 2019] | 251 |
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 – [____, 2019] | 252 |
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 – [____, 2019] | 253 |
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 – [____, 2019] | 254 |
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 – [____, 2019] | 255 |
Statement of Additional Information – [____, 2019] | 256 |
Statement of Additional Information – [____, 2019] | 257 |
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 – [____, 2019] | 258 |
Statement of Additional Information – [____, 2019] | 259 |
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 – [____, 2019] | 260 |
Statement of Additional Information – [____, 2019] | 261 |
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 – [____, 2019] | 262 |
Statement of Additional Information – [____, 2019] | 263 |
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 – [____, 2019] | 264 |
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 – [____, 2019] | 265 |
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 – [____, 2019] | 266 |
Statement of Additional Information – [____, 2019] | 267 |
Statement of Additional Information – [____, 2019] | A-1 |
Statement of Additional Information – [____, 2019] | A-2 |
Statement of Additional Information – [____, 2019] | A-3 |
Statement of Additional Information – [____, 2019] | A-4 |
Statement of Additional Information – [____, 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 – [____, 2019] | B-2 |
Statement of Additional Information – [____, 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 – [____, 2019] | B-4 |
Statement of Additional Information – [____, 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 – [____, 2019] | B-6 |
Statement of Additional Information – [____, 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 – [____, 2019] | C-1 |
Statement of Additional Information – [____, 2019] | C-2 |
Statement of Additional Information – [____, 2019] | C-3 |
Statement of Additional Information – [____, 2019] | C-4 |
Statement of Additional Information – [____, 2019] | C-5 |
Statement of Additional Information – [____, 2019] | C-6 |
Statement of Additional Information – [____, 2019] | C-7 |
Statement of Additional Information – [____, 2019] | C-8 |
Statement of Additional Information – [____, 2019] | C-9 |
Statement of Additional Information – [____, 2019] | D-1 |
Statement of Additional Information – [____, 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 – [____, 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 – [____, 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 – [____, 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. | |
(a)(6) |
Amendment No. 5 to Second Amended and Restated Agreement and Declaration of Trust, effective June 12, 2019, is filed herewith as Exhibit (a)(6) to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(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)(3)(iii) |
Amended and Restated Subadvisory Agreement, dated December 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, on behalf of Multi-Manager Alternative Strategies Fund, is filed herewith as Exhibit (d)(3)(iii) to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(d)(3)(iv) |
Addendum, dated December 13, 2018, to the Subadvisory Agreement dated December 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC with respect to ASMF Offshore Fund, Ltd., is filed herewith as Exhibit (d)(3)(iv) to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on April 25, 2019. | |
(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: Not Applicable. | |
(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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(1)), filed on April 25, 2019. | |
(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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(3)), filed on April 25, 2019. | |
(p)(4) |
Code of Ethics of Prudential Financial (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, 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)(4)(ii) |
Personal Securities Trading Standards of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated January 8, 2019, is filed herewith as Exhibit (p)(4)(ii) to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(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. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on April 25, 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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on April 25, 2019. | |
(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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on April 25, 2019. | |
(p)(10) |
Code of Ethics of Boston Partners Global Investors Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective June 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(10)), filed on April 25, 2019. | |
(p)(11) |
Code of Ethics of Wells Capital Management, Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on April 25, 2019. | |
(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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(13)), filed on April 25, 2019. | |
(p)(14) |
Code of Ethics of Arrowstreet Capital, Limited Partnership (a subadviser of Multi-Manager International Equity Strategies Fund), effective April 15, 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(14)), filed on April 25, 2019. | |
(p)(15) |
Code of Ethics of Baillie Gifford Overseas Limited (a subadviser of Multi-Manager International Equity Strategies Fund), effective March 2019, is filed herewith as Exhibit (p)(15) to Post-Effective Amendment No. 351 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 incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(16)), filed on April 25, 2019. | |
(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 Prospectus(es) and Statement of Additional Information of the Registrants series subadvised by BMO Asset Management Corp. and is incorporated herein by reference. Information about the business of BMO Asset Management Corp. and the directors and principal executive officers of BMO Asset Management Corp. is also included in the Form ADV filed by BMO Asset Management Corp. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-35533), which is incorporated herein by reference. |
(h) |
Causeway Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Causeway Capital Management LLC and certain of its officers is set forth in the 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., One Grand Central Place, 60 East 42nd Street, Suite 1550, New York, NY, 10165; |
|
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 former provider of advisory service as delegated by former subadviser, 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; |
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Registrants former subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007; |
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Registrants former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110; |
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Registrants former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779; |
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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; |
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Registrants former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108; |
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Registrants principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110; |
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Registrants transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110; |
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Registrants sub-transfer agent, DST Asset Manager Solutions, Inc., 2000 Crown Colony Dr., Quincy, MA; |
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Registrants custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 th Floor, New York, NY 10005; and |
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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, April 12, 2019, and June 12, 2019 with respect to Funds with fiscal years July 31, 2018, August 31, 2018, October 31, 2018, December 31, 2018, January 31, 2019, and March 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, 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 21 st day of June, 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 21 st day of June, 2019.
Signature | Capacity | Signature | Capacity | |||||||
/s/ Christopher O. Petersen Christopher O. Petersen |
President (Principal Executive Officer) |
/s/ David M. Moffett* David M. Moffett |
Trustee | |||||||
/s/ Michael G. Clarke* Michael G. Clarke |
Chief Financial Officer (Principal Financial Officer) and Senior Vice President |
/s/ John J. Neuhauser* John J. Neuhauser |
Trustee | |||||||
/s/ Joseph Beranek* Joseph Beranek |
Treasurer and Chief Accounting Officer (Principal Accounting Officer) |
/s/ Patrick J. Simpson* Patrick J. Simpson |
Trustee | |||||||
/s/ Douglas A. Hacker* Douglas A. Hacker |
Chair of the Board |
/s/ William F. Truscott* William F. Truscott |
Trustee | |||||||
/s/ Janet L. Carrig* Janet L. Carrig |
Trustee |
/s/ Anne-Lee Verville* Anne-Lee Verville |
Trustee | |||||||
/s/ Nancy T. Lukitsh* Nancy T. Lukitsh |
Trustee | |||||||||
* | 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 | ||
(a)(6) | Amendment No. 5 to Second Amended and Restated Agreement and Declaration of Trust, effective June 12, 2019 | |
(d)(3)(iii) | Amended and Restated Subadvisory Agreement dated December 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC | |
(d)(3)(iv) | Addendum dated December 13, 2018 to the Subadvisory Agreement dated December 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC with respect to ASMF Offshore Fund, Ltd. | |
(p)(4)(ii) | Personal Securities Trading Standards of Prudential Financial, dated January 8, 2019 | |
(p)(15) | Code of Ethics of Baillie Gifford Overseas Limited, effective March 2019 |
COLUMBIA FUNDS SERIES TRUST I
AMENDMENT NO. 5 TO THE
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
WHEREAS, Section 5 of Article III of the Second Amended and Restated Agreement and Declaration of Trust (the Declaration of Trust) of Columbia Funds Series Trust I (the Trust), dated August 10, 2005, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to establish, to change or to abolish and rescind the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust; and
NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of the Trust, do hereby certify that we have authorized the amendment to said Declaration of Trust to reflect the renaming of 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 as Columbia Connecticut Intermediate Municipal Bond Fund, Columbia Intermediate Municipal Bond Fund, Columbia Massachusetts Intermediate Municipal Bond Fund, Columbia New York Intermediate Municipal Bond Fund and Columbia Oregon Intermediate Municipal Bond Fund, respectively, effective May 14, 2019:
1. Section 6 of Article III is hereby amended by replacing the text preceding paragraph (a) with the following:
Without limiting the authority of the Trustees set forth in Section 5, inter alia, to establish and designate any further Series or classes or to modify the rights and preferences of any Series or class, the following Series shall be, and are hereby, established and designated:
Columbia Adaptive Retirement 2020 Fund
Columbia Adaptive Retirement 2025 Fund
Columbia Adaptive Retirement 2030 Fund
Columbia Adaptive Retirement 2035 Fund
Columbia Adaptive Retirement 2040 Fund
Columbia Adaptive Retirement 2045 Fund
Columbia Adaptive Retirement 2050 Fund
Columbia Adaptive Retirement 2055 Fund
Columbia Adaptive Retirement 2060 Fund
Columbia Adaptive Risk Allocation Fund
Columbia Alternative Beta Fund
Columbia Balanced Fund
Columbia Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Contrarian Core Fund
Columbia Corporate Income Fund
Columbia Disciplined Small Core Fund
Columbia Dividend Income Fund
Columbia Emerging Markets Fund
Columbia Global Dividend Opportunity Fund
Columbia Global Energy and Natural Resources Fund
Columbia Global Technology Growth Fund
Columbia Greater China Fund
Columbia High Yield Municipal Fund
Columbia Intermediate Municipal Bond Fund
Columbia Large Cap Growth Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Mid Cap Growth Fund
Columbia Multi-Asset Income Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Oregon Intermediate Municipal Bond Fund
Columbia Pacific/Asia Fund
Columbia Real Estate Equity Fund
Columbia Select Large Cap Growth Fund
Columbia Small Cap Growth Fund I
Columbia Small Cap Value Fund I
Columbia Solutions Aggressive Portfolio
Columbia Solutions Conservative Portfolio
Columbia Strategic California Municipal Income Fund
Columbia Strategic Income Fund
Columbia Strategic New York Municipal Income Fund
Columbia Tax-Exempt Fund
Columbia Total Return Bond Fund
Columbia U.S. Social Bond Fund
Columbia U.S. Treasury Index Fund
Columbia Ultra Short Term Bond Fund
Multi-Manager Alternative Strategies Fund
Multi-Manager Directional Alternative Strategies Fund
Multi-Manager Growth Strategies Fund
Multi-Manager International Equity Strategies Fund
Multi-Manager Small Cap Equity Strategies Fund
Multi-Manager Total Return Bond Strategies Fund
Shares of each Series established in this Section 6 shall have the following rights and preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class Series shall have such rights and preferences relative to other classes of the same Series as are set forth in the Declaration of Trust, together with such other rights and preferences relative to such other classes as are set forth in the Trusts Rule 18f-3 Plan, registration statement as from time to time amended, and any applicable resolutions of the Trustees establishing and designating such class of Shares.
The rest of this Section 6 remains unchanged.
The foregoing amendment is effective as of June 12, 2019.
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IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 5 to the Declaration of Trust on June 12, 2019.
/s/ Douglas A. Hacker Douglas A. Hacker |
/s/ John J. Neuhauser John J. Neuhauser |
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/s/ Janet L. Carrig Janet L. Carrig |
/s/ Patrick J. Simpson Patrick J. Simpson |
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/s/ Nancy T. Lukitsh Nancy T. Lukitsh |
/s/ William F. Truscott William F. Truscott |
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/s/ David M. Moffett David M. Moffett |
/s/ Anne-Lee Verville Anne-Lee Verville |
Registered Agent: | Corporation Service Company | |
84 State Street | ||
Boston, MA 02109 |
AMENDED AND RESTATED SUBADVISORY AGREEMENT
This Amended and Restated Subadvisory Agreement made as of the 13th day of December, 2018 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager), and AQR Capital Management, LLC, a Delaware limited liability company (Subadviser) amends and restates the Subadvisory Agreement, dated March 7, 2012 and amended August 18, 2016.
WHEREAS, the Funds listed in Schedule A (collectively referred to as the Fund, except where otherwise noted) are each a series of an investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).
WHEREAS, Investment Manager entered into a Management Agreement (the Advisory Agreement) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. |
Subadvisers Duties . |
(a) |
Portfolio Management . Subject to supervision by Investment Manager and the Funds Board of Directors/Trustees (the Board), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Funds assets), including the purchase, retention, and disposition thereof, in accordance with the Funds investment objectives, policies, and restrictions, and subject to the following understandings: |
(i) |
Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements. |
(ii) |
Investment Limits . Subject to the provisions of Section 3 hereof, in the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Funds prospectus (Prospectus) and the Funds Statement of Additional Information (SAI); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), as applicable to the Fund, and all other applicable federal and state laws and regulations (together, the Fund Requirements). Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above. |
(iii) |
Portfolio Transactions . |
(A) |
Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadvisers brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadvisers other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadvisers overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular |
broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable. |
(B) |
Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. |
(C) |
Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funds policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund. |
(D) |
Derivatives Authority . Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Funds agent and attorney in fact with authority to: (i) enter into agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable, it being understood that legal counsel for the Investment Manager may, in its discretion, review ISDA Master Agreements, Futures Commission Merchant (FCM) agreements, FCM agreements for cleared swaps and equity prime brokerage agreements (if applicable) and any similar agreements prior to Subadvisers execution thereof) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. The Investment Manager understands that each Fund identified on Schedule A will be bound by the terms of agreements |
executed by the Subadviser on such Funds behalf in accordance with this Agreement to the same extent as if the Fund had executed such agreement directly. Under most such agreements, a broker or counterparty is generally granted a lien on, and a right to set off against, any of the assets of each Fund identified on Schedule A held in other accounts of that same Fund maintained by such broker or counterparty, if any, in order to satisfy any indebtedness arising out of the trading activity, and the broker or counterparty has the right to liquidate the Funds account in the event of a default. Each Fund identified on Schedule A will remain separately liable for any amounts owed to a broker or counterparty including any debit balances, losses or other amounts due as a result of the Subadvisers trading on such Funds behalf, including commissions. |
Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.
(iv) |
Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports regarding the services provided under this Agreement as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any officers, Board members or employees of the Fund or Investment Manager at the request of Investment Manager or the Board for the purpose of reviewing Subadvisers performance under this Agreement at reasonable times and upon reasonable advance notice. |
(v) |
Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Funds assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Managers reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund. |
(vi) |
Management of Funds with Multiple Subadvisers . Subadvisers responsibilities for providing services to a Fund shall be limited to the portion of the Funds assets allocated to Subadviser (Subadviser Account). Subadviser shall not, without the prior approval of Investment Manager, effect any transactions that would cause the Subadviser Account, treated as a separate fund, to be out of compliance with the Funds investment objectives, policies and restrictions. Subadviser shall not consult with any other subadviser of a Fund concerning transactions for the Fund in securities or other assets. |
(b) |
Compliance Program and Ongoing Certification(s). As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Funds annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadvisers management of the Fund in order to support the Funds filings on Form N-CSR and Form N-Q, and the Funds Principal Executive Officers and Principal Financial Officers certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadvisers management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadvisers Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the Advisers Act), or his or her designee with respect to the design and operation of Subadvisers compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Managers obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager, provided that such certifications relate to Subadvisers duties and responsibilities under this Agreement. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act. |
(c) |
Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadvisers services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. |
Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Funds request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof. |
(d) |
Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures. |
(e) |
Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated July 12, 2011, entered into by Investment Manager and Subadviser. |
Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (Confidential Information), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to: Fund Portfolio Information, which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement; and (ii) product returns, quarterly letters, financial data, monthly and quarterly reports, representative account holdings and/or position listings, analyses, projections, forecasts, trading and pricing information and order execution strategies. Each party hereby agrees to restrict access to the other partys Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Managers Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadvisers Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing
transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadvisers current client list. Such list may be used with third parties. Investment Manager acknowledges and agrees that the disclosure of portfolio holdings, net asset values, average cumulative or annual returns, risk exposures and standardized performance data by the Subadviser of other accounts or funds managed by Subadviser with similar investment strategies to that of the Fund are not in violation of this section, provided that the Fund is not identified by name. For the avoidance of doubt, all information, data and materials related to the investment methodology the Subadviser uses to manage Funds assets pursuant to this Agreement are considered the Subadvisers proprietary information and therefore protected as confidential under this Agreement.
(f) |
Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadvisers obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, provided such cooperation does not cause Subadviser to breach any legal, tax or regulatory requirement applicable to Subadviser. |
(g) |
Notwithstanding any provision to the contrary contained in this Agreement, the Subadviser shall not be required to (i) fulfill any request made by the Investment Manager or Board for reports (including the format thereof) or information regarding the Fund and/or services provided under this Agreement unless Subadviser has been given a reasonable amount of time to compile such requested report or information (as applicable) and providing such information or reporting will not cause (A) the Subadviser to breach any legal, tax or regulatory requirement applicable to it; and/or (B) any loss, damage, liability or competitive disadvantage to any other fund or account managed by Subadviser with a similar investment strategy; and (ii) follow any instruction or direction provided to Subadviser by the Investment Manager or the Board, if following such instruction or direction will cause the Subadviser to breach any legal, tax or regulatory requirement applicable to it. |
2. |
Investment Managers Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadvisers performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio |
management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) following any instruction or direction provided by the Investment Manager or Board, (iii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iv) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (v) registration of the Fund with any government or agency, (vi) administration of the plans and trusts investing in the Fund, (vii) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Funds assets that would require knowledge of the Funds holdings other than the assets subject to this Agreement, (viii) the preparation or filing of any reports required of a Fund by any governmental, regulatory agency or industry self-regulatory agency, or (ix) any disclosure made, or material omission, in the Prospectus, SAI, marketing materials or other documentation of the Fund that is in contravention to any written comments provided by Subadviser with respect to the content of such Prospectus, SAI, marketing materials or other documentation. |
3. |
Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser prior to the execution of this Agreement current copies and supplements or amendments thereto of each of the investment strategies, policies and objectives, the Prospectus and SAI pertaining to the Fund, and on an ongoing basis, will, with reasonable notice, advise Subadviser in writing of each change in the policies and procedures, investment policies and restrictions of the Fund relating to Subadviser or its services to the Fund before they become effective and will deliver to Subadviser all such future amendments and supplements to the Prospectus and SAI prior to filing the same with the Securities and Exchange Commission, if any. Notwithstanding any provision to the contrary contained in this Agreement, the Subadviser will not be bound to follow any change in the investment policies, restrictions or procedures of the Fund or any amendment or Supplement to the Prospectus or SAI, (i) until Subadviser has received written notice of any such change from the Investment Manager or the Board, (ii) until it has been given a reasonable amount of time to implement such change, and (iii) if such change would cause the Subadviser to breach any legal, tax or regulatory requirements applicable to the Subadviser. |
4. |
Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set |
forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with (i) interest and taxes of the Fund; (ii) the purchase or sale of securities and other assets or financial instruments (including brokerage commissions, if any); and/or (iii) custodian fees and expenses, for the Fund. Subadviser shall not be obligated to pay the expenses of the Investment Manager or the Fund. |
5. |
Expenses . Subject to the terms of Section 4 above, Subadviser shall bear all expenses incurred by it and its staff with respect to its activities in connection with the performance of Subadvisers services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Funds distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund reasonably deems to require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management (except changes to the investment strategy, objectives or policies of the Fund that Investment Manager may require and that are agreed to by Subadviser or that Investment Manager and Subadviser mutually agree to, including but not limited to, the introduction of new investment instruments, but not as to investment process (i.e., buy/sell discipline)), or otherwise (Changes), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager has a reasonable basis for not wishing to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. The parties hereby agree that if, as a result of regulatory changes, an amendment or supplement to the Prospectus, SAI or any other regulatory documents is required in the reasonable opinion of the Investment Manager in order to modify disclosure regarding the investment style, strategies or management of the Fund, Subadviser shall not be required to pay for the costs related thereto. |
In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement in accordance with the 1940 Act and the rules and regulations thereunder, if a vote of shareholders to approve continuation of this Agreement is at that time reasonably deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser (that would act to terminate this Agreement in accordance with the 1940 Act and the rules and regulations thereunder) shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
6. |
Representations of Subadviser . Subadviser represents and warrants as follows: |
(a) |
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will, as soon as reasonably practicable, notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the SEC) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Funds Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. |
(b) |
Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. |
(c) |
Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and will, as soon as reasonably practicable, furnish a copy of all amendments to Investment Manager (at least annually). |
(d) |
Subadviser will promptly notify Investment Manager of any changes in the managing member of Subadviser, the chief executive officer of Subadviser or the portfolio manager(s) that are identified in the Prospectus of the Fund, or if there is otherwise an actual change in control of Subadviser (as determined in accordance with the 1940 Act). |
(e) |
Subadviser shall promptly notify Investment Manager in writing if it becomes aware of any actual action, suit, investigation or proceeding that may impair or adversely affect in any material respect the ability of the Subadviser or the Fund to conduct their business. In addition, Subadviser shall promptly notify Investment Manager of any investigation or institution of a proceeding by any regulatory or self-regulatory organization against the Fund and confirms that no such investigation or proceeding is in existence as of the date of this Agreement. |
7. |
Representations of Investment Manager . Investment Manager represents and warrants as follows: |
(a) |
Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act, or other applicable law or regulation, from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the |
Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement as well as the services contemplated by the Advisory Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. |
(b) |
Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadvisers prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information from shareholders or prospective shareholders, in disclosures required by applicable law, rule or regulation, or in responding to regulatory inquiries. |
(c) |
The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets. |
(d) |
Investment Manager is establishing and will be maintaining the Funds account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions or strategies in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes. |
(e) |
Investment Manager has received a copy of Subadvisers Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC. |
(e) |
The Board has approved the appointment of Subadviser pursuant to this Agreement. |
(f) |
Investment Manager shall promptly notify Subadviser in writing if it becomes aware of any actual action, suit, investigation or proceeding that may impair or adversely affect in any material respect the ability of the Investment Manager or the Fund to conduct their business. In addition, Investment Manager shall promptly notify Subadviser of any investigation or institution of a proceeding by any regulatory or self-regulatory organization against the Fund, and confirms that no such investigation or proceeding is in existence as of the date of this Agreement. |
8. |
Liability and Indemnification . |
(a) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act) ) (collectively, Fund and Investment Manager Indemnitees) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the Investment Manager or the officers or trustees of the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 and the Investment Manager has accepted all material (in the opinion of the Subadviser) comments from Subadviser regarding such disclosure; (iii) any violation of federal or state statutes |
or regulations, or regulations of a regulatory agency or industry self-regulatory agency, by Subadviser and (iv) any material breach of the terms of this Agreement by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such action or omission constitutes willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. |
(b) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, Subadviser Indemnitees) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was |
made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser for use therein, (iii) any violation of federal or state statutes or regulations, or regulations of a regulatory agency or industry self-regulatory agency, by Investment Manager or the Fund, (iv) any material breach of the terms of this Agreement by Investment Manager, (v) Subadviser acting in accordance with any instruction or direction provided by the Investment Manager or the Board, or (vi) the actions or omissions of any other subadviser to the Fund. |
(c) |
After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (Indemnified Party) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (Indemnifying Party), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld. Any settlement of a proceeding or action by an Indemnifying Party on an Indemnified Partys behalf shall require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. |
(d) |
Under no circumstances shall any party hereto be liable to another for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages. |
9. |
Duration and Termination . |
(a) |
Unless sooner terminated as provided herein, this Agreement, with respect to each Fund identified on Schedule A (as amended from time to time), shall continue |
from the date identified on such Schedule A only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated with respect to a Fund, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. |
(b) |
Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement. |
(c) |
In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 23 shall survive such termination of the Agreement. |
10. |
Subadvisers Services Are Not Exclusive . The services of the Subadviser hereunder are not to be deemed exclusive and nothing in this Agreement shall limit or restrict the right of Subadviser or any of its affiliates, partners, officers, or employees to engage in any other business or to devote his or her time and attention to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadvisers right to engage in any other business or to render services of any kind to any other fund, account (including proprietary accounts), corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with |
respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. |
11. |
References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the non-exclusive and non-transferable right and license to (i) use Subadvisers names AQR Capital Management, LLC and AQR (together, the Subadviser Name) on Investment Managers web site(s) and in other materials solely for the purposes of accurately disclosing and promoting the appointment of Subadviser hereunder, and (ii) include the term AQR in the legal name of the CTIVP SM AQR Managed Futures Strategy Fund (together the License Rights). In accordance with the exercise of the License Rights, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that involve use of the License Rights prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic transmission, or hand delivery. Investment Manager shall ensure that its exercise of the License Rights does not result in any use of the Subadviser Name in a misleading manner and Investment Manager is responsible for ensuring that its use of the Subadviser Name complies with all applicable laws and regulations. |
There are no implied licenses under this Agreement and any and all rights not explicitly granted herein are reserved by Subadviser. All rights, title and interest, including intellectual property rights in and to the Subadviser Name and Subadvisers logos and marks, will remain vested in Subadviser. Investment Manager may not do any of the following without Subadvisers prior written consent and so Investment Manager covenants and agrees not to: (i) use the Subadviser Name except in accordance with the specific rights granted in this Agreement; (ii) sublicense, resell, rent, lease, pledge, share, transfer, assign, use, reproduce, copy, disclose or redistribute the Subadviser Name to any other party (including any affiliate) or in any other manner except as authorized in this Agreement; or (iii) use Subadvisers logos or marks in any manner whatsoever.
The Investment Manager recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other funds (including other investment companies), corporations, business trusts, partnerships or other entities and that such other entities may include the Subadviser Name as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the Subadviser Name as part of their names.
Upon termination of this Agreement for any reason (except for material breach of the License Rights), the Investment Manager shall within 30 days (i) cease and cause the Fund to cease all use of the Subadviser Name, including use of the term AQR in the
legal name of the CTIVP SM AQR Managed Futures Strategy Fund, and (ii) take all necessary action to cause the Funds Prospectus, SAI, marketing materials and any other relevant documentation to be amended to accomplish a change of name to remove the term AQR from it and to reflect that the Subadviser no longer serves as subadviser to the Fund. In the event of a termination of this Agreement due to a material breach of the License Rights, Investment Manager shall cease use of the Subadviser Name as soon as possible rather than within 30 days of termination.
12. |
Notices . Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (Notice) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication: |
Subadviser:
AQR Capital Management, LLC
Two Greenwich Plaza, 3 rd Floor
Greenwich, CT 06830
Attn: William Fenrich, Chief Legal Officer
Tel: (203) 742-3600
Fax: (203) 742-3100
with a copy to:
Nicole DonVito, Senior Counsel & Head of Registered Products
AQR Capital Management, LLC
Two Greenwich Plaza, 3 rd Floor
Greenwich, CT 06830
Ph. (203) 742-3815
Fax (203) 742-3315
In the case of Investment Manager:
Paul Mikelson
Vice President, Subadvised Strategies
Columbia Threadneedle Investments
707 2 nd Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel: (612) 671-4452
Fax: (612) 671-0618
with a copy to:
Christopher O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax: (612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (Business Day) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
13. |
Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Funds shareholders to the extent required by the 1940 Act. |
14. |
Assignment . No assignment (as defined in the 1940 Act) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Funds shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder. |
15. |
Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state or federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state or federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. |
16. |
Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. |
17. |
Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. |
18. |
Interpretation . Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order. |
The Subadvisers duties, obligations, responsibilities (including any liability or indemnification requirements related thereto) provided under this Agreement with respect to the Fund shall solely relate to that portion of the Funds assets allocated to the Subadviser by the Investment Manager in accordance with this Agreement.
19. |
Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein. |
20. |
Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms. |
21. |
Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated or unaffiliated service providers and/or investment subadvisers (each a Subadviser-Delegatee); provided, however, that (i) Subadviser provides reasonable advance written notice to Investment Manager, (ii) any delegation of advisory duties is subject to and conditioned on the Fund Boards and/or Fund shareholders advance approval as required pursuant to Section 15 of the 1940 Act, (iii) no additional charges, fees or other compensation will be paid for such services, (iv) Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Funds registration statement relating to the Funds portfolio managers provided by Subadviser or any Subadviser-Delegatee, and (v) Subadviser always remains liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require. |
22. |
Custodian . The Funds assets shall be maintained in the custody of its custodian. The Subadviser is authorized, as agent of the Fund, to give instructions to the custodian with respect to the assets of the Fund allocated to the Subadviser hereunder in order to carry out its duties under the terms of this Agreement, including, with respect to the delivery of securities and other investments and payments of cash for the account of the Fund. Any assets added to the Fund shall be delivered directly to such custodian. The Subadviser shall have no liability for the acts or omissions of any custodian of the Funds assets. |
23. |
No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded. |
24. |
Other Regulatory Matters. |
(a) |
Investment Manager acknowledges that Subadviser intends to treat each Fund as an exempt account under Commodity Futures Trading Commission (CFTC) Regulation 4.7(c) under the Commodity Exchange Act (CEA) and needs to verify certain information in order for Subadviser to claim relief from the disclosure and certain recordkeeping provisions of the CEA. Accordingly, Investment Manager hereby represents that each Fund is a qualified eligible person under CFTC Regulation 4.7 (Qualified Eligible Person). Investment Manager agrees to furnish Subadviser with such financial information as it may request to confirm each Funds status (or continuing status) as a qualified eligible person and to inform Subadviser promptly if the Fund loses its status as a Qualified Eligible Person. |
(b) |
Investment Manager on behalf of the Fund hereby consents to each Fund being treated as an exempt account within the meaning of CFTC Regulation 4.7(c). |
(c) |
Investment Manager and Subadviser each hereby represents that it is: |
(i) registered as required with the CFTC as a commodity pool operator, commodity trading advisor, futures commission merchant, introducing broker, retail foreign exchange dealer, swap dealer and/or major swap participant (and is a member of NFA), or
(ii) is excluded or exempt from such registration requirements and has made all required filings relating thereto.
(d) |
Investment Manager represents that: |
(i) neither it nor the Fund is (i) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Departments Office of Foreign Assets Control, or (ii) a foreign shell bank (a bank without a physical presence in any country);
(ii) neither it nor the Fund is a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure; and
(iii) neither its nor the Funds assets were derived from illegal activities.
(e) |
Subadviser represents that: |
it is not (i) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Departments Office of Foreign Assets Control, or (ii) a foreign shell bank (a bank without a physical presence in any country);
(ii) it is not a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure; and
(iii) its assets were not derived from illegal activities.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Columbia Management Investment Advisers, LLC | AQR Capital Management, LLC | |||||||
By: |
/s/ David Weiss |
By: |
/s/ Nicole DonVito |
|||||
Signature | Signature | |||||||
Name: |
David Weiss |
Name: |
Nicole DonVito |
|||||
Printed | Printed | |||||||
Title: |
Assistant Secretary |
Title: |
Managing Director, Senior Counsel & Head of Registered Products AQR Capital Management, LLC |
AMENDED AND RESTATED SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
ADDENDUM DATED DECEMBER 13, 2018 TO THE
AMENDED AND RESTATED SUBADVISORY AGREEMENT
DATED DECEMBER 13, 2018
This Addendum, dated as of December 13, 2018 (the Addendum), hereby supplements the attached Amended and Restated Subadvisory Agreement (the Subadvisory Agreement), dated December 13, 2018, by and between Columbia Management Investment Advisers, LLC (Investment Manager), a Minnesota limited liability company, and AQR Capital Management, LLC, a limited liability company organized under the laws of Delaware (Subadviser), solely with respect to the Multi-Manager Alternative Strategies Fund (the Fund), a series of Columbia Funds Series Trust I (the Registrant), as follows:
The parties hereto acknowledge that, with respect to the Fund, and in accordance with its prospectus and statement of additional information, as amended from time to time, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to ASMF Offshore Fund, Ltd. (referred to herein collectively as the Subsidiary). Subadviser is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Funds assets) pursuant to the applicable terms, conditions and obligations under the Subadvisory Agreement. Subadviser is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by Investment Manager) of the Fund to be invested in and through the Subsidiary. For purposes of this Addendum, all references in the Subadvisory Agreement to the Fund shall also refer to the Subsidiary, unless (i) the context dictates otherwise or (ii) applicable laws, rules, regulations and interpretive releases, official guidance or no-action letters related thereto allow for an alternate interpretation, in the reasonable opinion of Investment Manager, with respect to the Subsidiary. For the avoidance of doubt, the parties hereby agree that unless otherwise indicated in the prospectus or statement of additional information of the Fund or as otherwise mutually agreed upon in writing by Investment Manager and Subadviser (i) the assets of the Subsidiary should be treated as being held directly by the Fund for purposes of the Funds compliance with the 1940 Act, Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, as amended, any rules, regulations, interpretive releases, official guidance or no-action letters under any such acts or the Internal Revenue Code, or any other federal or state laws, rules and regulations referenced in the Subadvisory Agreement and (ii) the Subsidiary shall not be required, separate and apart from the Fund, to comply with requirements applicable to a registered investment company, except that the Subsidiary will comply with the requirements of Section 18f of the 1940 Act and rules and regulations promulgated thereunder with respect to asset segregation.
For the avoidance of doubt, Subadviser hereby agrees for purposes of Section 1 of the Subadvisory Agreement: Subadvisers Duties, to treat the assets and liabilities of the Subsidiary as if they are held directly by the Fund, and, in addition, if required (as determined by the Funds Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the Fund. Further, for purposes of Section 4: Compensation of Subadviser of the Subadvisory Agreement, the parties hereto agree to treat the assets and liabilities of the Subsidiary as if they are held directly by the Fund (in lieu of the Funds investment in the Subsidiary). Subadviser acknowledges that, at the direction of the Registrants Board of Trustees and the Board of Directors
of the Subsidiary, the Investment Manager has retained Subadviser to serve as investment subadviser for the Subsidiary, and Subadviser, as a party to the Subadvisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the applicable terms of the Subadvisory Agreement.
In witness whereof, the parties have caused this Addendum to be executed by their officers designated below as of this 13 th day of December, 2018.
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | AQR CAPITAL MANAGEMENT, LLC | |||||||
By: |
/s/ David Weiss |
By: |
/s/ Nicole DonVito |
|||||
Signature | Signature | |||||||
Name: |
David Weiss |
Name: |
Nicole DonVito |
|||||
Printed | Printed | |||||||
Title: |
Assistant Secretary |
Title: |
Senior Counsel & Head of Registered Products AQR Capital Management, LLC |
Personal Securities Trading Standards
Table of Contents
Personal Securities Trading Standards |
i | |||
Section 1: Prudentials Standards on Insider Trading |
1 | |||
Section 2: General Principles and Standards of Business Conduct |
6 | |||
Section 3: Monitoring Classifications |
7 | |||
Section 4: Securities Account Maintenance |
8 | |||
Securities Accounts and Authorized Broker-Dealers |
8 | |||
Mutual Fund Only Accounts and 529 Accounts |
9 | |||
Discretionary Managed Accounts |
9 | |||
Cryptocurrency Accounts |
10 | |||
Section 5: Preclearance Requirements |
10 | |||
Preclearance Requirements General |
10 | |||
Preclearance Requirements - Margin Accounts and Limit Orders |
11 | |||
Preclearance Requirements - Gifts of Covered Securities |
12 | |||
Submitting a Preclearance Request |
12 | |||
Section 6: General Trading and Other Restrictions |
12 | |||
Material Nonpublic Information: |
12 | |||
Sixty-Day Mutual Fund Holding Period |
12 | |||
Blackout Periods |
13 | |||
Short-Swing Profits |
13 | |||
Exceptions (Sixty-Day Holding Period, Access/Investment Person Blackout Periods and Short Swing Profits) |
13 | |||
Prudential Securities |
14 | |||
Employer-issued Stock Option Transactions |
14 | |||
Short Sales |
14 | |||
Options |
15 | |||
Initial Public Offerings |
15 | |||
Private Placements |
15 | |||
Investment Clubs |
16 | |||
Board Memberships and Joint Ventures |
16 | |||
PGIM Real Estate Prudential Retirement Real Estate Fund Restrictions (PRREF) |
16 | |||
Section 7: Additional Requirements For Designated Persons |
16 | |||
Trading Windows |
17 | |||
Preclearance Requirements |
17 |
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Trading Prohibitions |
18 | |||
Account Maintenance |
18 | |||
Account Statement Requirements for Designated Persons Only |
18 | |||
Section 8: Associated Persons |
18 | |||
Section 9: Acknowledgements |
20 | |||
Initial and Annual Account Acknowledgement |
20 | |||
Initial and Annual Holdings Report |
20 | |||
Initial and Annual Investment Advisers Code of Ethics |
20 | |||
Initial and Annual U.S. Information Barrier Standards Acknowledgement |
21 | |||
Broker Consent |
21 | |||
Other Compliance Acknowledgements and Certifications |
21 | |||
Section 10: Administration and Recordkeeping |
21 | |||
Violations |
21 | |||
Recordkeeping |
22 | |||
EXHIBIT A |
23 | |||
EXHIBIT B |
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CONTACTS: PST.HELP@PRUDENTIAL.COM |
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Section 1: Prudentials Standards on Insider Trading
Prudential aspires to the highest standard of business ethics. Accordingly, Prudential has developed the following standards and requirements to properly protect material nonpublic information and to comply with laws and regulations governing insider trading.
A. Use of Material Nonpublic and Confidential Information
In the course of your work at Prudential, you may receive or have access to material nonpublic information about Prudential or other public companies. The Company standards, industry practice and federal and state laws establish strict guidelines regarding the use of material nonpublic information. In addition to these requirements, Prudential has established the corporate master policy entitled Protection and Use of Material Nonpublic Information: Information Barriers and Personal Securities Trading. Additionally, the U.S. Information Barrier Standards have been adopted to provide specific requirements for employees of a U.S. Investment Sector (as defined in the U.S. Information Barrier Standards) and its constituent investment units (including their operations located outside the U.S.).
You may not use material nonpublic information, including information obtained in the course of your employment, for your personal gain or share such information with others for their personal benefit. You must treat as confidential all information that is not publicly disclosed concerning Prudentials financial information and key performance drivers, investment activity or plans, or the financial condition and business activity (potentially including cyber incidents and cyber risk) of Prudential or any company with which Prudential is doing business.
If you possess material nonpublic information, you must preserve its confidentiality and disclose it only to other Employees who have a legitimate business need for the information. In addition, there are special rules for non-investment unit employees sharing material nonpublic information with employees of an investment unit. In these circumstances, you must contact the Law Department or Compliance prior to sharing this information so that proper precautions can be taken.
In the course of your business activities, you may be involved in confidential analysis involving other external public companies. You must treat as confidential all information received relating to this analysis and discuss it only with those employees who have a legitimate business need for the information. You may not personally use this information or share such information with others for anyones personal benefit. Under federal securities law, it is illegal to buy or sell a security while in
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possession of material nonpublic information relating to the security. 1 , 2 It is also illegal to tip others about inside information. In other words, you may not pass material nonpublic information about an issuer on to others or recommend that they trade the issuers securities.
Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission (SEC). If you have any questions concerning the law or a particular situation, you should consult with the Compliance Department or the Law Department. If you believe that you may have material nonpublic information about a public company obtained in the course of your position, or if you are in a portfolio or asset management unit and you believe you may have material nonpublic information regardless of the source, you should notify your Chief Compliance Officer so that the securities can be monitored and/or placed on a restricted list as appropriate.
B. Prudential Insider Trading Rules
Below are rules concerning insider trading. Failure to comply with these rules could result in violations of the federal securities laws and subject you to severe penalties described in Section I.H. Violations of these rules also may result in discipline by Prudential up to and including termination of employment. You may not buy or sell securities issued by Prudential or any other public company if you are in possession of material nonpublic information relating to those companies. 3 This restriction applies to transactions for you, members of your family, Prudential or any other person for whom you may buy or sell securities. In addition, you may not recommend to others that they buy or sell that security while in possession of material nonpublic information.
If you are aware that Prudential is considering or actually trading any security for any account it manages, you must regard that as material nonpublic information. Accordingly, you may not make any trade or recommendation involving that security until seven calendar days after you know that such trading is no longer being considered or until seven calendar days after Prudential ceases trading in that security, whichever is longer. In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information. You may not communicate material nonpublic information to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential (i.e., individuals with a need to know).
1 |
Rule 10b5-1(c), adopted by the Securities and Exchange Commission, provides for an affirmative defense to allegations of insider trading for trades implemented in accordance with a Rule 10b5-1(c) trading plan (Individual Trading Plan). Certain Prudential employees may be eligible to enter into an Individual Trading Plan with respect to certain sales of Prudential securities and exercises of Prudential employee stock options. Any Individual Trading Plan must be precleared in accordance with Company standards. These individuals have been specifically notified. |
2 |
In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty. |
3 |
Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan. |
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You should refrain from buying or selling securities issued by any companies about which you are involved in confidential analysis. In addition, you may not communicate any information regarding the confidential analysis of the company, or that Prudential is even evaluating the company, to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential.
C. What is Nonpublic Information?
Nonpublic information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public. If the information is not available in the general media or in a public filing, you should consider it to be nonpublic. Neither partial disclosure (disclosure of part of the information) nor the existence of rumors is sufficient to consider the information to be public. If you are uncertain as to whether information is nonpublic, you should consult the Law Department or your Chief Compliance Officer.
While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public. An Employee working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic.
Example :
When telling a Prudential analyst certain information about the company, a company representative gives indication that the information may be nonpublic by saying: This is not generally known but . . . In such a situation, the analyst should assume that the information is nonpublic.
D. What is Material Information?
There is no statutory definition of material information. You should assume that information is material if an investor, considering all the surrounding facts and circumstances, would find such information important in deciding whether or when to buy, sell, or hold a security. In general, any nonpublic information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether nonpublic information is material, you should consult the Law Department or your Chief Compliance Officer. Material information may be about Prudential or another public company.
Examples :
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Information about a companys earnings or dividends (e.g., whether earnings will increase or decrease); |
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Information about a companys physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem); |
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Information about a companys personnel (e.g., a valuable employee leaving or becoming seriously ill); |
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Information about a companys pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions); |
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Information about a companys financial status (e.g., financial restructuring plans or changes to planned payments of debt securities); |
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Information about a data breach or misuse of company or customer information; |
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Information about a merger, acquisition, tender offer, joint venture or similar transaction involving the Company; or |
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Information about pending litigation involving a company generally should be considered material. |
Information may be material even though it may not be directly about a company (e.g., if the information is relevant to that company or its products, business, or assets).
Examples :
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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 will cause sales of a companys products to plummet. |
Material information may also include information about Prudentials activities or plans relating to a company unaffiliated with Prudential.
Examples :
Information that Prudential is going to enter into a transaction with a company, such as, for example, awarding a large service contract to a particular company.
E. Front-running and Scalping
Trading while in possession of information concerning Prudentials trades is prohibited by Prudentials insider trading rules and may also violate federal law. This type of trading activity is referred to as front running and scalping.
Front running occurs when an individual, with knowledge of Prudentials trading intentions, knowingly makes a trade in the same direction as Prudential just before Prudential makes its trade. Examples include buying a security just before Prudential buys that security (in the expectation that the price may rise based on such purchase) or selling a security just before Prudential sells such security (in the expectation that such sale will lead to a drop in price).
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Scalping is making a trade in the opposite direction just after Prudentials trade, in other words, buying a security just after Prudential stops selling such security or selling just after Prudential stops buying such security.
Example :
Prudential is planning to sell a large position in ABC Co. If you sell ABC Co. securities ahead of Prudential in expectation that the large sale will depress its price, you are engaging in front running. If you purchase ABC Co. securities after Prudential has completed its sale to take advantage of the temporary price decrease, you are engaging in scalping.
F. Private Securities Transactions
The anti-fraud provisions of the federal securities laws apply to transactions in both publicly traded securities and private securities. However, the insider trading laws do not prohibit private securities transactions where both parties to the transaction have possession of the same material nonpublic information.
G. Charitable Gifts
If you are in possession of material nonpublic information concerning a security you hold, you may not gift the security to a charitable institution and receive a tax deduction on the gift.
H. Penalties for Insider Trading 4
1. Penalties for Individuals
Individuals who illegally trade while in possession of material nonpublic information or who illegally tip such information to others may be subject to severe civil and criminal penalties including disgorgement of profits, substantial fines and imprisonment. Employment consequences of such behavior may include the loss or suspension of licenses to work in the securities industry, and disciplinary action by Prudential that may include fines or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
4 |
In addition to the penalties listed in this section, Prudential and/or Prudential Employee could be subject to penalties under the Employee Retirement Income Security Act of 1974 (ERISA) if the insider trading occurs in connection with an ERISA plans investment. |
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2. Penalties for Supervisors
The law provides for penalties for controlling persons of individuals who engage in insider trading. Accordingly, under certain circumstances, supervisors of an Employee who is found liable for insider trading may be subject to criminal fines up to $1 million per violation, civil penalties and fines, and discipline by Prudential up to and including termination of employment.
3. Penalties for Prudential
Prudential could also be subject to penalties in the event an Employee is found liable for insider trading. Such penalties include, among others, harsh criminal fines and civil penalties, as well as restrictions placed on Prudentials ability to conduct certain business activities including broker-dealer, investment adviser, and investment company activities.
Section 2: General Principles and Standards of Business Conduct
As a leader in the insurance and financial services industry, Prudential Financial, Inc. and its subsidiaries (collectively Prudential or the Company) aspire to the highest standards of business conduct. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.
Consistent with this standard, Prudential has developed these Personal Securities Trading Standards (the Standards) which are designed for Prudential and its Employees to comply with various securities laws and regulations including the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA), the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), Rule 204A-1 under the Investment Advisers Act of 1940, and Rule 17(j) under the Investment Company Act of 1940 as applicable.
The Company has delegated administration of these Standards to its Corporate Compliance Securities Monitoring Unit (SMU). Using the FIS Protegent PTA system (FIS), and other methods, SMU conducts reviews of personal securities transactions with a view towards determining whether Employees have complied with all applicable provisions of these Standards. SMU is responsible for developing and maintaining standard operating procedures detailing the scope and frequency of surveillance reports. Local Business Unit Compliance is responsible for developing and maintaining more detailed standard operating procedures around this monitoring process to detect and prevent violations of these Standards.
No business unit may adopt standards or procedures that are less stringent than these Standards without approval from Prudentials Chief Compliance Officer. However, U.S. business units may adopt standards and procedures that are more stringent than those contained herein. Employees located in jurisdictions where local regulations require more or less stringent requirements should defer to local Compliance standards and procedures.
Capitalized Terms used throughout these Standards are defined in the Glossary in Exhibit A.
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Exhibit B provides a summary of the requirements under these Standards. If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of these Standards, please contact SMU at PST.help@prudential.com.
Section 3: Monitoring Classifications
Employee classifications (also referred to as Access Levels) are disclosed to them within FIS or Prudentials Compliance Center. Certain contingent workers may be classified under these Standards and the classifications for such persons are disclosed in FIS as well. For ease of reference, the term Employee will be used throughout these Standards and multiple classifications may apply depending on the persons role. If you have been assigned multiple classifications in FIS, please note that you must adhere to the requirements for all classifications that have been assigned to you. The classifications under these Standards are as follows:
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Supervised Persons Individuals who are officers, directors and employees of a registered investment adviser, as well as certain other individuals who provide advice on behalf of the adviser and are subject to the advisers supervision and control. |
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Covered Persons Employees, other than Access Persons, who may have access to sensitive or confidential information about third parties or external companies or those individuals who the Company determines should be monitored due to their role in the organization. Certain Covered Persons may be subject to preclearance of personal securities trading activity, depending on their access to material non-public information |
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Access Persons - Employees who work in or support portfolio management activities, have access to nonpublic investment advisory client trading information or recommendations, or have access to nonpublic portfolio holdings of mutual funds. This includes Employees or officers of a mutual fund or investment adviser who, in connection with their normal responsibilities, make, participate in, or have access to current or pending information regarding the purchase or sale of securities by any portfolios managed by the business unit or group of business units to which the individual is deemed to have access. This may also include Employees who do not have access to nonpublic trading or holdings information, but who have been identified by Compliance as individuals who should be held to the standards that apply to an Access Person because of the activities conducted by their business unit. |
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Investment Persons Access Persons who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for client accounts (i.e., public-side portfolio managers, traders, analysts, other individuals designated by the Local Business Unit Compliance Officer). |
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Designated Person - An Employee who, during the normal course of his or her job, has routine access to material nonpublic information about Prudential. Material nonpublic information may consist of financial or non-financial information about Prudential as a whole or one or more Divisions or Segments. See Section 7. |
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Associated Person - Any officer, director or branch manager (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with the broker-dealer, any Employee of the broker-dealer or individuals performing covered functions under the Operations Professional rule 1230 (b)(6), except someone whose functions are solely clerical or ministerial. This includes all Employees who are registered with a member firm of the Financial Industry Regulatory Authority (aka FINRA). See Section 8. |
Employees should consult with their Local Business Unit Compliance Officers to determine whether any additional personal trading standards or procedures have been adopted by their business unit. Furthermore, Employees located outside of the United States should consult with their Local Business Unit Compliance Officers for clarification regarding the applicability of these Standards which may be limited due to local laws.
Section 4: Securities Account Maintenance
Securities Accounts and Authorized Broker-Dealers
Access Persons, Investment Persons, and Covered Persons are required to maintain their Securities Accounts at an Authorized Broker-Dealer (please see Exhibit A for the definition of Securities Accounts and for the list of Authorized Broker-Dealers). Designated Persons should reference Section 7 of these Standards for Account Maintenance Requirements. This requirement does not apply to Employees outside of the U.S. maintaining accounts with foreign broker dealers, unless such Employees are classified as Covered Persons or they are employed by a U.S registered investment adviser that is affiliated with the Company. Restrictions pertaining to ownership of Prudential stock in unauthorized broker-dealer accounts apply to Designated Persons. Please see the Additional Requirements for Designated Persons Section of these Standards for details.
All Securities Accounts must be reported in FIS which can be accessed by typing PST into a web browser on your Prudential computer. Employees who are newly subject to this requirement are required to transfer their Securities Accounts to an Authorized Broker-Dealer within sixty days of their Company start date or the date the Employee becomes subject to these Standards as a result of transfer or newly acquired access to material, nonpublic information. In addition, in the event that you open a new Securities Account, you must report it in FIS within thirty days of activating the new account.
Exceptions to the Authorized Broker-Dealer requirement will be evaluated on a case-by-case basis and will be approved on a limited basis (e.g., blind trusts, non-transferable securities, Discretionary Management Accounts, spousal accounts where the spouse is subject to the same Authorized Broker-Dealer requirement as the Employee, cryptocurrency accounts). Exceptions, other than for non-U.S. Employees, to the Authorized Broker-Dealer requirement or any other reporting requirement must be submitted to the Chief Compliance Officer responsible for your business unit who will submit the request to the appropriate business unit or corporate department executive for review and approval. Exceptions for Employees outside the U.S. may be granted by the local business unit head provided that Compliance recommends approval. If, at any time, the facts and circumstances have changed regarding an account(s) for which an exception has been previously granted, the Employee must promptly notify Compliance and request that the account(s) be reviewed in light of the changed circumstances.
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Even if you are granted an exception to the Authorized Broker-Dealer requirement and are permitted to maintain an account with a broker-dealer who is not authorized, you must direct the brokerage firm(s) that maintain(s) your securities account(s) to send duplicate copies of your trade confirmations and account statements (trading activity) to the SMU. A sample letter to a brokerage firm is available in the FIS system.
Certain brokers may require written consent forms with physical signatures from all account owners, including Immediate Family Members, prior to transmitting personal trading data to Prudential Financial, Inc. for new and existing accounts.
Mutual Fund Only Accounts and 529 Accounts
Access Persons and Investment Persons must report all Securities Accounts held at a broker-dealer even if the account is limited to the purchase and sale of open end mutual funds. However, Covered Persons do not have to report Securities Accounts that are limited to the purchase and sale of open end mutual funds.
Some mutual fund companies allow mutual fund shares to be purchased and held directly through the funds transfer agent rather than through a broker-dealer. Such mutual fund transfer agency accounts, including the underlying transactions and holdings in those accounts, do not need to be reported to Prudential.
529 College Savings Plans purchased directly from a state sponsor rather than through a broker-dealer are not subject to these Standards and do not require disclosure.
Discretionary Managed Accounts
Access Persons, Investment Persons, Covered Persons and Designated Persons must disclose Discretionary Managed Accounts to SMU and must provide a copy of the executed Discretionary Managed Account Agreement for review and approval. Upon approval, duplicate statements and trade confirmations for these accounts are not required to be submitted unless you are an Employee who is subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934 (such Employees will be notified by SMU). However, any Employee may be asked to provide Compliance with periodic statements for certain Discretionary Managed Accounts.
A Discretionary Managed Account Agreement may establish general investment objectives. However, the account owner may not make or be permitted to make any specific decisions regarding the purchase or sale of individual securities for the account. If the account owner has granted management of their Discretionary Managed Account to a third party, then the account owner must not influence or control the account, such as by suggesting purchases or sales of investments, directing transactions, or consulting with the manager regarding allocation of investments in any way that could affect the selection of specific securities.
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Certain Employees who are affiliated with an investment adviser, have reported and have received approval to maintain a Discretionary Managed Account are required to complete a periodic certification to the effect that they have not influenced the purchase and sale of investments as noted in the paragraph above. The Financial Professional responsible for the Discretionary Managed Account may be required to complete a separate certification to Prudential regarding the account. Additionally, they may be asked periodically to discuss the nature of the account with Compliance.
For the purposes of these Standards, automated adviser accounts (colloquially referred to as robo-advisers) that utilize algorithms to manage client assets may be subject to the same provisions of these Standards as Discretionary Managed Accounts provided the robo-advisers managed account agreement is accepted by Compliance.
Cryptocurrency Accounts
Access and Investment Persons, including Immediate Family Members of such Employees, must disclose all cryptocurrency accounts or wallets as they are commonly known. The purchase or sale of actual cryptocurrency does not currently require preclearance; however, all cryptocurrency-based ETFs and futures contracts will be subject to the same ETF and futures contracts preclearance requirements as currently stated in these Standards.
Employees currently required to preclear ETFs and/or futures contracts will have the same preclearance requirements for cryptocurrency-based ETFs and futures contracts. Additionally, private placements require preclearance even if the offered securities are being purchased with cryptocurrency. These Employees and their Immediate Family Members are required to disclose holdings of cryptocurrency-based ETFs and futures as part of their Annual Holdings Reports. Also, certain cryptocurrency offerings such as an initial coin offering may be considered a securities offering. You should contact the SMU to determine whether any such offering requires preclearance.
Section 5: Preclearance Requirements
Preclearance Requirements General
Preclearance of personal securities transactions allows Prudential to prevent personal trades that may conflict with Client trades or transactions. As such, Access Persons (subject to the exceptions noted below) and Investment Persons must preclear all transactions in Covered Securities as defined in Exhibit A. Preclearance is not required for transactions that are Non-Volitional as defined in Exhibit A. Furthermore, preclearance is not required by the following Access Persons:
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Access Persons in Global Portfolio Strategies Inc. (GPSI) are subject to limited preclearance requirements that apply only to issuers on the GPSI Restricted List. Access Persons in GPSI should contact their Local Business Unit Compliance Officer for more information regarding which Covered Securities require preclearance; and |
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Access Persons of Pruco Securities LLC (Pruco)/ Prudential Financial Planning Services (PFPS) are generally required to: (i) avoid placing their own personal interests ahead of the interests of PFPS clients; (ii) avoid taking inappropriate advantage of their position with the Company; and (iii) avoid any actual or potential conflicts of interest. PFPS Access Persons personal securities transactions are monitored for potential conflicts of interest in ETF trades where the same ETF is transacted in their clients accounts on the same day. |
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Access and Investment Persons of Prudential Customer Solutions LLC (PCS) are only required to preclear the exchange-traded funds, and their equivalents or derivatives, offered through the advisers platform. Additionally, all PCS Access and Investment Persons are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent exchange-traded fund offered through the advisers platform within any sixty-calendar day period. Transactions resulting in a loss are not subject to this prohibition. |
Covered Persons in Prudential Retirement and other areas of the company may be restricted from purchasing or selling securities of certain issuers engaged in pension risk transfer (PRT) activities. Such restrictions apply to all Securities Accounts, excluding accounts that are limited to only purchasing and selling open-end mutual funds, in which the Covered Person is deemed to have a beneficial interest. If you are a Covered Person subject to PRT restrictions, you must determine whether the security you intend to trade is on the Restricted List prior to executing a trade. You can confirm the restricted status of a security by entering a preclearance request into FIS or by contacting your Local Business Unit Compliance Officer.
Preclearance Requirements - Margin Accounts and Limit Orders
Trading approval is valid only for the day that it is granted. Employees who are subject to preclearance are discouraged from entering limit orders that carry over to a future trading day and from maintaining margin accounts. If you engage in multi-day limit orders, you must obtain preclearance approval on each day that the order is outstanding. Transactions triggered by limit orders, margin calls, or margin account maintenance fees require preclearance approval may result in violations of the Standards.
Preclearance Requirements - PGIM Real Estate and PGIM Real Estate Finance
All Access Persons of PGIM Real Estate and PGIM Real Estate Finance and functional Employees who are co-located with these units must preclear all Covered Securities including real estate-related securities. Additionally, Employees in PGIM Real Estate, PGIM Real Estate Finance and functional Employees who are co-located with these units are prohibited from trading real estate investment trusts and real estate operating companies while employed by or supporting PGIM Real Estate and PGIM Real Estate Finance.
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Preclearance Requirements - Gifts of Covered Securities
Preclearance is also required if an Access Person or Investment Person gifts or donates a Covered Security to a person, charity or other business entity. With respect to Access Persons and Investment Persons in QMA, these Employees must also preclear gifts, donations and the receipt of Prudential-related securities.
Submitting a Preclearance Request
For U.S. based Employees, preclearance requests must be submitted via FIS which can be accessed by typing PST into a web browser on your Prudential computer. Automated feedback will be provided as to whether the request is approved, denied, or in need of further review. Generally, preclearance requests may be submitted between 6:00 AM and 4:00 PM Eastern Standard Time. Submitting a preclearance request outside of these times will result in a system-generated denial. Approved trades must be executed by the close of business on the day in which the preclearance approval is granted. Approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted.
For non-U.S. based Employees, in certain instances local law or administrative issues may prohibit the use of FIS. In these cases, the personal trading activity of these Employees is approved, monitored, and tracked locally by the business unit compliance department through other methods which may include paper. Additionally, certain jurisdications may grant preclearance approval for a duration spanning the current trading day and the next trading day for transactions executed on foreign exchanges. Please consult your local Compliance Officer for details.
For private securities transactions, preclearance is a manual process and paper approval request forms can be obtained through FIS or by contacting your Local Business Unit Compliance Officer. Completed private securities transactions must be reported to your Local Business Unit Compliance Officer within ten days following the close of the quarter in which the trade was executed.
Section 6: General Trading and Other Restrictions
Material Nonpublic Information:
No Employee may buy or sell any security while in possession of material, nonpublic information about the issuer of that security.
Sixty-Day Mutual Fund Holding Period
Subject to the exceptions noted below, Investment Personnel, as well as the President, Chief Compliance Officer, and Chief Legal Officer of PGIM Investments LLC and AST Investment Services, Inc. (and each of their respective direct reports) are required to hold Affiliated Open End Mutual-Funds purchased for a period of 60-days. Transactions within the Target, Advanced Series Trust, and Variable Contract Accounts 2, 10, and 11 are subject to the 60-day holding period. Profits realized on such transactions that do not adhere to the requirements of this Section may be required to be disgorged to the Fund or as otherwise deemed appropriate by the Committee.
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Blackout Periods
Subject to the exceptions noted below: i) Access Persons are prohibited from knowingly executing a securities transaction on the same day that a client in their business unit has a pending buy or sell order in the same or an equivalent security; and ii) Investment Persons are prohibited from knowingly buying or selling a security within seven calendar days before or after a client in their business unit trades in the same or an equivalent security. These prohibitions will not apply to purchases and sales executed in a fund or portfolio that replicates a broad-based securities market index as defined by the Securities Monitoring Unit and Local Business Unit Compliance. Transactions inadvertently executed by an Access Person or Investment Person during a blackout period will not be considered a violation provided that the transaction was precleared and was conducted without prior knowledge of the client trade.
Designated Persons are prohibited from executing trades in Prudential related securities unless the trading window is open. Certain sales of Prudential securities and exercises of Prudential Employee stock options are permitted during blackout periods only if made pursuant to the Company precleared Individual Trading Plan, otherwise known as a 10b5-1 plan, that is maintained by SMU.
Short-Swing Profits
Subject to the exceptions noted below, Investment Persons are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent security within any sixty-calendar day period. Transactions resulting in a loss are not subject to this prohibition.
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For Investment Persons in SIRG, this prohibition is limited to the purchase and sale of the same or equivalent exchange traded funds. Transactions resulting in a loss are not subject to this prohibition. |
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Access and Investment Persons of PCS are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent exchange-traded fund offered through the advisers platform within any sixty-calendar day period. Transactions resulting in a loss are not subject to this prohibition. |
In keeping with the spirit of this restriction, Investment Persons should not engage in options or other derivative strategies that lead to the exercise or assignment of securities that would result in a prohibited transaction (i.e., writing a short call or buying a long put with an expiration date of less than sixty days). Any such transaction would be considered as turnover within the sixty-day period and will result in a violation of these Standards.
Exceptions (Sixty-Day Holding Period, Access/Investment Person Blackout Periods and Short Swing Profits)
Exceptions may be granted to the Sixty-Day Holding Period, Blackout Periods and Short Swing Profits when the transaction is Non-Volitional or is:
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in an approved Discretionary Managed Account; |
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|
part of an automatic investment/withdrawal program; or |
|
part of an automatic rebalancing program. |
Exceptions to Access/Investment Person Blackout Period and Short Swing Profit provisions may also be granted for De Minimis Transactions which are:
|
any trades, or series of trades effected over a 30-calendar day period, involving 500 shares or less in each direction (purchase or sale) of an equity security; and |
|
any fixed-income securities transaction, or series of related transactions effected over a 30-calendar day period, involving 100 units ($100,000 principal amount) or less in each direction (purchase or sale). |
Prudential Securities
All Employees are prohibited from trading Prudential securities while in possession of material nonpublic information regarding the Company. For purposes of these Standards, all requirements and restrictions relating to Prudential securities include, but are not limited to common stock, bonds (including convertible bonds), the Prudential Financial, Inc. Common Stock Fund (PFI Common Stock Fund), Employee stock options, restricted stock, restricted stock units, performance shares, performance units, exchange traded or other options and Prudential Financial single stock futures.
All Employees are also prohibited from selling Prudential securities short including short sales against the box, hedging Prudential securities transactions, and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. These restrictions include: put or call options; prepaid variable forward contracts; equity swaps; collars; exchange traded funds; and any other financial instrument that is designed to hedge or offset any change in the market value of Prudential securities.
Employer-issued Stock Option Transactions
The exercise of Employee stock options issued by the Company requires preclearance by QMA Access and Investments Persons. The exercise of Employee stock options granted by a third party as compensation do not require preclearance provided the converted shares are not liquidated. All Employees with preclearance obligations must preclear the liquidation of shares resulting from the exercise of an employer-issued stock option.
Short Sales
Investment Persons may not sell any security short which is owned by any portfolio managed by the business unit that he/she supports with the exception of short sales against the box. A short sale against the box refers to a short sale when the seller owns an equivalent amount of the same securities. However, Employees may not short sell Prudential related securities under any circumstances.
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Options
Access Persons and Investment Persons may not write naked call options or buy naked put options on a security owned by any portfolio managed by the business unit. Access Persons and Investment Persons may purchase options on securities not held by any portfolio managed by the business unit, or purchase call options or write put options on securities owned by any portfolio managed by the business unit, subject to preclearance and the same restrictions applicable to other securities. Access Persons and Investment Persons may write covered call options or buy covered put options on a security owned by any portfolio managed by the business unit at the discretion of the business unit compliance officer. However, Investment Persons should keep in mind that the short-term trading profit rule might affect their ability to close out an option position at a profit.
Initial Public Offerings
All Registered Representatives and Investment Persons (with the exception of Investment Persons in SIRG) are prohibited from purchasing initial public offerings of securities. Access Persons and SIRG Investment Persons must preclear purchases of initial public offerings of securities. Such preclearance requests should be submitted via FIS to your Local Business Unit Compliance Officer. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities.
Private Placements
Access Persons and Investment Persons are prohibited from investing in a private placement without prior approval from their Local Business Unit Compliance Officer. Such approval must be obtained from the Local Business Unit Compliance Officer, based on a determination that no conflict of interest is involved.
Restricted Lists and Watch Lists
Access Persons (with the exception of Access Persons in GPSI), Investment Persons and Covered Persons are prohibited from purchasing or selling securities of issuers on their respective business units Restricted List. Access Persons in GPSI are prohibited from purchasing or selling securities of issuers on the GPSI Watch List if they have access to material nonpublic information regarding such issuers.
The Local Business Unit Compliance Officers are responsible for maintaining these Restricted Lists and/or Watch Lists pursuant to their standard operating procedures. Each units Restricted/Watch List(s) is typically coded into FIS by SMU for automated monitoring. Restricted Lists and Watch Lists are confidential, and may not be shared across investment segments.
Employees who acquired restricted securities prior to becoming an Access Person, Investment Person and Covered Person, or prior to the security being placed on the units Restricted List or Watch List, must obtain written exception from their Local Business Unit Compliance Officer prior to the sale of such security.
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Investment Clubs
Access Persons and Investment Persons may not participate in Investment Clubs.
Board Memberships and Joint Ventures
Employees should be mindful that purchasing and/or selling shares of publicly traded companies when the Employee or their Immediate Family Member serves on that companys Board of Directors may require additional reporting and/or prior approval by that company. Please contact the Compliance Department of that company for guidance. Employees who serve on the Board of Directors for Prudential Affiliated Exchange Traded Funds, Affiliated Closed-End Funds, or Affiliated Open-End Mutual Funds are exempt from this requirement. Additionally, Employees serving on the Board of Directors for Prudential-affiliated joint ventures may be subject to trading restrictions on shares issued by the joint ventures partner(s). Please contact the Securities Monitoring Unit or Local Business Unit Compliance for guidance.
PGIM Real Estate Prudential Retirement Real Estate Fund Restrictions (PRREF)
PGIM Real Estate Employees, as well as certain other individuals who have been specifically notified, collectively called PRREF Covered Individuals, are subject to special restrictions and requirements relating to PRREF. PRREF Covered Individuals are subject to the PRREF trading window and blackout period procedures. Generally, PRREF Covered Individuals are only permitted to execute PRREF transactions during a PRREF open trading window. However, certain limited transactions are permissible during blackout periods. Please contact your Compliance Officer for additional information regarding blackout period exclusions.
Controls have been established to prevent prohibited transactions during closed trading windows. If a blocking system fails, the Employee is still responsible for adherence to these Standards. PGIM Real Estate compliance officers will send PRREF trading window and blackout period notices to all PRREF Covered Persons.
Section 7: Additional Requirements For Designated Persons
A Designated Person is an Employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material to Prudential. Employees who have been classified as a Designated Person have been informed of their status. If you have been classified as a Designated Person, but you do not think you have access to material nonpublic information about Prudential, you should contact the SMU to determine whether you should be reclassified. Please note, that as a Designated Person you may also have another classification under these Standards (e.g., Designated Person and Access Person). If so, you are required to comply with the strictest requirements of all such classifications.
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The requirements and restrictions covered in this section apply to all accounts that hold and trade Prudential common stock (symbol: PRU) in which a Designated Person or an Immediate Family member has a direct or indirect beneficial interest and exercise investment discretion.
Designated Persons located outside of the United States should contact their Local Business Unit Compliance Officer regarding the applicability of the provisions set forth in this section which may be limited due to local laws.
Trading Windows
Designated Persons are permitted to exercise their Prudential options and trade in PRU only during certain open trading windows. Trading windows will be closed for periods surrounding the preparation and release of Prudentials financial results. The Company may also close the trading window at other unscheduled times and would provide notice when doing so. Approximately 48 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter.
Although certain automated blocks have been put in place to prevent trading when the trading window is closed, it is ultimately the Designated Persons obligation to only trade Prudential related securities when the trading window is open. If a blocking system fails, the Designated Person remains responsible if a violation occurs.
Preclearance Requirements
During the open trading windows, Designated Persons who are Levels 1-6 and pay grades 56A and 560 must obtain preclearance approval via FIS prior to trading in Prudential related: common stock; bonds; Employee stock options; restricted stock; performance shares/units; exchange traded or other options; single stock futures; the Prudential Financial, Inc. Common Stock Fund; or engaging in any Prudential related transactions under the Prudential Stock Purchase Plan (PSPP), Prudential Deferred Compensation Plan, or Prudential Employee Savings Plan (PESP) affecting the Prudential Financial, Inc. Common Stock Fund. For QMA, this preclearance requirement applies to Designated Persons at all levels.
The preclearance requirement for Prudential related transactions excludes transactions in Prudential mutual funds and annuities.
Transactions affecting Prudential related securities must be completed during the open trading window and must be precleared when executed within Dividend Reinvestment Plans (DRIPs), the Prudential Deferred Compensation Plan, the Prudential Employee Savings Plan (PESP) and the Prudential Stock Purchase Plan (PSPP). However, there are certain limited exceptions to these requirements such as initial plan enrollments, catch-up contribution elections, contribution and deferral rate changes, and dividend elections. Designated Persons should contact their Local Business Unit Compliance Officer or SMU prior to engaging in a DRIP, PESP or PSPP related transaction.
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Therefore, Designated Persons may not enter into good until cancelled or limit orders involving Prudential securities that carry over until the next trading day.
Designated Persons located outside of North or South America are granted approval for two business days including the date preclearance is granted. In addition, Designated Persons located in the United Kingdom (UK) will be permitted additional time to complete exercises of Prudential Employee stock options due to the settlement requirements within the UK, provided that the exercise is submitted within two days of receiving preclearance approval.
Trading Prohibitions
All Designated Persons are prohibited from short selling Prudential securities. This prohibition includes short sales against the box, hedging Prudential securities transactions, and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. These restrictions include prepaid variable forward contracts, equity swaps, collars, exchange traded funds, and other financial instruments that are designed to hedge or offset any decrease in market value of Prudential securities.
Account Maintenance
All Designated Persons can only hold and trade Prudential Financial stock with an Authorized Broker-Dealer. While Prudential Financial stock held at Computershare is subject to the preclearance provisions of these Standards, Designated Persons are not required to transfer PRU positions held at Computershare to an Authorized Broker-Dealer. Within 30 days, Designated Persons must report all new accounts, including account numbers, to ensure that transaction records are sent to the SMU. Authorized Broker-Dealer requirements do not apply to accounts where Prudential Financial stock will not be held or traded. Employees with dual classifications are subject to the more stringent Account Maintenance requirement.
Account Statement Requirements for Designated Persons Only
Designated Persons who are job levels 1-6 and pay grades 56A and 560 in addition to Associated Persons must direct their brokerage firm(s) to send duplicate copies of trade confirmations and account statements to the SMU and/or authorize their broker to provide personal trading data via an electronic feed to Prudential for all Securities Accounts. Certain brokers may require written consent forms with physical signatures from all account owners, including Immediate Family Members, prior to transmitting personal trading data to Prudential Financial, Inc. for new and existing accounts. Designated Persons in all other job levels are exempt from the Account Statement Requirement. Employees with dual classifications are subject to the more stringent Account Maintenance requirement.
Section 8: Associated Persons
Prudential has three broker-dealers, Pruco Securities, LLC (Pruco), Prudential Investment Management Services, LLC (PIMS) and Prudential Annuities Distributors, Inc. (PAD), referred
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to collectively as the Prudential Broker-Dealers. Unlike other Prudential businesses, the nature and scope of PIMS and PAD businesses are such that their Associated Persons generally do not, as a result of broker-dealer activity, have access to material nonpublic information concerning publicly traded securities. Accordingly, PIMS and PAD Associated Persons are generally not subject to the trading provisions of these Standards unless they have also been classified as an Access Person, Investment Person, Covered Person, or Designated Person in which case they are subject to the trading and reporting provisions that apply to these classifications.
The account disclosure process for all Associated Persons of Prudential Investment Management Services, LLC (PIMS) and Prudential Annuities Distributors, Inc. (PAD) will be centralized through Protegents Personal Trading Assistant (known internally as PST). Therefore, all Associated Persons and Registered Representatives of the PIMS and PAD broker dealers must disclose all reportable accounts using the PST application. Additionally, all Associated Persons and Registered Representatives of PIMS and PAD will be required to complete the Annual Personal Securities Trading Acknowledgment.
Employees who are solely classified as Associated Persons are subject to the Securities Account reporting and Annual Account Acknowledgement requirements set forth in these Standards. Additionally, these Employees must comply with the following SEC and FINRA related personal securities trading requirements that apply to Associated Persons:
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Notify the applicable Prudential Broker-Dealer, in writing, prior to opening an account at another broker-dealer, and notify the other broker-dealer that they are an Associated Person of a Prudential Broker-Dealer. Associated Persons are not required to report accounts that are limited to the following types of investments: (1) mutual funds; (2) variable life and variable annuity contracts; (3) unit investment trusts; (4) certificates of deposit; (5) 529 Plans; and (6) money market fund accounts. |
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Annually, sign a statement affirming that they have read and understand Prudentials Insider Trading Standards; |
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Do not purchase equity securities in an Initial Public Offering. Such purchases are prohibited. This prohibition applies to purchases in your Securities Accounts and in the Securities Accounts of your Immediate Family; and |
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Preclear all private placement transactions through your Local Business Unit Compliance Officer, including purchases and sales of limited partnership interests. |
Associated Persons should also refer to the personal trading related requirements set forth in the policies and procedures of the Prudential Broker-Dealer that they are associated with.
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Section 9: Acknowledgements
For U.S. based Employees, all reports and acknowledgements must be completed via FIS. For non-U.S. based Employees, reports and acknowledgements are coordinated via your Local Business Unit Compliance Officer and, based on your location, may be disclosed via FIS. Based on your classification, you may be required to complete one or more acknowledgements upon hire, transfer or role change. Failure to complete acknowledgements in a timely manner may result in disciplinary action such as monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
Initial and Annual Account Acknowledgement
Upon hire/transfer, all Access Persons, Investment Persons, Covered Persons and Designated Persons must acknowledge receipt of these Standards and attest that they have complied with these Standards and related policies. This Acknowledgement Form includes a listing of the location of all reportable Securities Accounts, including those held at Authorized Broker-Dealers and those held at non-authorized firms. Your signature on the Acknowledgement Form will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements and trade confirmations to the SMU. Additionally, by signing the Acknowledgment Form you agree to notify the SMU of any changes to your accounts that are not held at an Authorized Broker-Dealer per an exception that has been granted to you.
Initial and Annual Holdings Report
Within ten calendar days of becoming an Access Person or Investment Person, these Employees must also disclose their personal securities holdings. This Initial Holdings report must include all holdings of private securities (e.g., limited partnership interests, private placements, hedge funds, etc.) and all holdings of proprietary and certain non-proprietary subadvised mutual funds. This includes those positions held in 401(k) Plans held at other companies, variable insurance products and annuities, excluding money market funds. Security positions held in Discretionary Managed Accounts and certain trust accounts are not required to be reported on an Initial Holdings Report. All Initial Holdings Reports must include information that is current within the previous forty-five days.
Initial and Annual Investment Advisers Code of Ethics
All Access Persons, Investment Persons and Supervised Persons must file Investment Adviser Code of Ethics (Code) attestation acknowledging:
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Acknowledge receipt of their Investment Adviser Code of Ethics (Code), including these Standards and any amendments to the Code and/or Standards; |
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Compliance with all applicable federal securities laws; and |
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Disclosure of any violations of the Code including these Standards to his/her Chief Compliance Officer or the Securities Monitoring Unit. |
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Initial and Annual U.S. Information Barrier Standards Acknowledgement
All Access Persons, Investment Persons and Supervised Persons must submit an acknowledgment that s/he has received training on Prudentials U.S. Information Barrier Policy (the Chinese Wall Policy), have read and understand the Information Barrier Policy and will abide by the terms stated therein.
Broker Consent
Certain brokers may require written consent forms with physical signatures from all account owners, including Immediate Family Members, prior to transmitting personal trading data to Prudential Financial, Inc. for new and existing accounts. To assure compliance with these Standards, you must provide consent in a manner required by each broker.
Other Compliance Acknowledgements and Certifications
Employees may be required to submit additional acknowledgements or certifications upon request as regulatory requirements change and industry standards evolve. Employees will be notified by Compliance when new acknowledgments are required.
Section 10: Administration and Recordkeeping
Violations
Employees are required to promptly report any known violations of these Standards to their business unit Chief Compliance Officer or his/her designee. Reported violations and other violations of these Standards detected through internal monitoring will be reported to the Personal Securities Trading/Mutual Fund Code of Ethics Committee or the Designated Persons & Covered Persons Trading Standards Committee, as applicable. These Committees will review all violations of these Standards and determine any sanctions or other disciplinary actions that may be deemed appropriate. Depending on the facts and circumstances of the violation, sanctions may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment. In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
Exceptions
While exemption from certain provisions of these Standards may be granted by the Local Business Unit Compliance Officer (as noted in the sections above), exemption from the Standards in their entirety may only be granted by the Chief Compliance Officer of Prudential Financial, Inc. In all instances, exceptions will only be granted where such exception would not violate laws or regulations.
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All personal trade monitoring requirements outlined in these Standards remain in effect while an Employee is on leave of absence, disability, or vacation. In certain circumstances, when the Employee will have no access to Prudential or its systems while on extended leave, the Employee may request a temporary suspension from certain requirements. The Employee must work with the appropriate business unit compliance officer (and management) to document the circumstances and obtain such an exemption. Until such time as an exemption is granted in writing, all requirements remain in effect for that Employee and his/her Immediate Family Member(s).
Recordkeeping
Prudentials registered investment advisers are required under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to keep records of certain transactions in which Access and Investment Persons have a direct or indirect beneficial interest. SMU, with assistance from the business unit compliance teams, maintains all records relating to compliance with these Standards such as preclearance requests, exception reports, memoranda relating to non-compliant transactions, records of violations and any actions taken as a result thereof, acknowledgements, and the names of Access Persons. These records are maintained in accordance with applicable law and Prudentials Recordkeeping Standards.
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EXHIBIT A
Definitions
Affiliated Exchange Traded Fund a proprietary fund advised by Prudential, or a non-proprietary fund subadvised by Prudential, and any fund whose investment adviser or principal underwriter is controlled by or under common control with Prudential.
Affiliated Closed-End Fund a proprietary closed-end fund advised by Prudential, or a non-proprietary closed-end fund subadvised by Prudential, and any closed-end fund whose investment adviser or principal underwriter is controlled by or under common control with Prudential.
Affiliated Open-End Mutual Fund - a proprietary investment company advised by Prudential, or a non-proprietary investment company subadvised by Prudential, and any investment company whose investment adviser or principal underwriter is controlled by or under common control with Prudential.
Authorized Broker-Dealer - the Authorized Broker-Dealers include:
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Charles Schwab |
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Chase Investor Services Corp (CISC) |
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Computershare Investor Services (Prudential Stock only) |
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E*TRADE |
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Fidelity Investments |
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JP Morgan Chase |
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Merrill Lynch |
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Morgan Stanley |
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Pruco Securities |
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Raymond James |
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TD Ameritrade |
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UBS Financial Services |
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Wells Fargo Advisors |
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Apex Clearing Corporation (only for accounts opened through the PMA/Link trading platform)* |
* |
Duplicate statements and confirmations are not required for PMA/Link accounts established with Apex Clearing Corporation given its algorithm-based model. Self-directed brokerage accounts established with Apex Clearing Corporation are not permitted under these Standards without prior Compliance approval. |
Automatic Investment Plan regular periodic purchases (or withdrawals) that are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes dividend reinvestment plans (DRIPs) and Employee Stock Purchase Plans (ESPPs).
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Broad Based Securities Market Index - an index that is not specific to a sector and is comprised of a minimum of 100 constituents, where the top 10% of constituents cannot account for more than 40% of the index.
Company - Prudential Financial, Inc. and its subsidiaries, otherwise known as Prudential.
Covered Security - includes all securities in which an Access Person or Investment Person has the opportunity, directly or indirectly, to profit or share in the profit derived from transactions in such securities. This includes all equity, debt and derivative related transactions with the exception of:
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direct obligations of the U.S. Government; 5 (except that PGIM Fixed Income employees are required to pre-clear U.S. Treasury debt issuances, pursuant to the sixth bullet point below); |
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bankers acceptances; |
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bank certificates of deposit; |
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commercial paper; |
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high quality short-term debt instruments (rated in one of the two highest categories by an NRSRO & maturity of less than 366 days), including repurchase agreements (must be precleared only by Employees in Prudentials Chief Investment Office, Prudential Global Funding, and Enterprise Risk Management); |
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All bills, notes, and bonds including U.S. Treasury debt issuances (must be precleared only by Employees in PGIM Fixed Income); |
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Currencies (must be precleared only by Employees in PGIM Fixed Income); |
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Cryptocurrencies (does not require preclearance- see the Cryptocurrency Accounts section of these Standards for additional requirements.), |
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shares issued by money market funds; |
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shares issued by open-end mutual funds (excluding the PFI Common Stock Fund); |
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annuities and life insurance contracts; |
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529 plans purchased directly from the state; |
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Prudential related securities (must be precleared only by Employees in QMA as well as Designated Persons); and |
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Exchange Traded Funds (must be precleared only by Employees in PGIM Fixed Income, QMA, PI, GRES, PCS, and by Employees based in Europe). |
For Access Persons of GPSI, Covered Securities is limited to securities for which the Access Person has access to Material Nonpublic Information.
Discretionary Managed Account an account managed on a discretionary basis by a person other than the Employee or possibly an algorithmic tool (robo-adviser), over which the Employee has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein. A Discretionary Managed Account must have a formal investment management agreement that provides full discretionary authority to a third-party money manager.
5 |
Includes securities that carry full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds and U.S. Treasuries. |
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Dividend Reinvestment Plan (DRIPs) a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.
Employee - any person employed by Prudential. While contingent workers are not Employees, those contingent workers that obtain information regarding the purchase or sale of securities in portfolios managed by the Company may be subject to these Standards, as determined on a case-by-case basis.
FIS Protegent PTA a third-party vendor system used by Prudential to facilitate the surveillance and reporting of personal securities trading information, disclosures, certifications and reporting. Employees personal data, including personal trading information, is housed on Prudentials own servers behind the Prudential firewall. Only authorized persons within the Prudential Compliance Department have access to this information.
Immediate Family any of the following relatives who share the same household with you and are financially connected to you: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships. The term also includes any related or unrelated individual who resides with, or whose investments are controlled by, or whose financial support is materially contributed to by, the Employee, such as a significant other or domestic partner. For example, this could include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support. These situations should be reviewed on a case-by-case basis by the business unit compliance officer or SMU.
Initial Public Offering 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 15(d) of the Securities Exchange Act of 1934.
Investment Club a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.
Local Business Unit Chief Compliance Officer the Chief Compliance Officer who is responsible for overseeing your business unit. If you do not know who your Local Business Unit Compliance Officer is contact SMU at PST.help@prudential.com .
Local Business Unit Compliance Officer the Compliance Officer who is responsible for assisting your business unit. If you do not know who your Local Business Unit Compliance Officer is contact SMU at PST.help@prudential.com .
Material Nonpublic Information - information that is not generally available to the investing public that an investor, considering all the surrounding facts and circumstances, would find important in deciding whether or when to buy, sell, or hold a security.
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Monitored Persons - the term Monitored Persons refers collectively to Access Persons, Covered Persons, and Designated Persons. This term is used by SMU for back-end monitoring purposes.
Non-Affiliated Open-End Mutual Funds an investment company that is not advised or subadvised by Prudential, and whose investment adviser or principal underwriter is not controlled by or under common control with Prudential.
Non-Volitional - a transaction that is not actively initiated by the Employee. This includes but is not limited to: i) transactions in approved Discretionary Managed Accounts; ii) automatic dividend reinvestments; iii) automatic investment plans such as DRIPS, ESPPs, or similar accounts; iv) automatic rebalancing plans; v) allocation changes; and vi) receipt of stock or option bonus awards.
NRSRO an SEC registered Nationally Recognized Statistical Rating Organization (NRSRO). Such entities assess the creditworthiness of an obligor as an entity or with respect to specific securities or money market instruments.
Private Placement - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 there under.
Restricted List a listing of securities in which trading by Employees, depending on their designation and access, is generally prohibited.
Securities Accounts a securities account is an account for which an Employee directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect beneficial interest in the account. This includes:
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personal accounts; |
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accounts in which your spouse has a beneficial interest*; |
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accounts in which your minor children or any dependent family member has a beneficial interest*; |
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joint or tenant-in-common accounts in which you are a participant; |
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accounts for which you act as trustee, executor or custodian; |
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accounts over which you exercise control or have investment discretion; |
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accounts of any Immediate Family members; |
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accounts in which purchases and sales are limited to Affiliated Open-End Mutual Funds; and |
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accounts that hold Prudential related closed-end mutual funds. |
* |
Due to applicable laws, Employees located outside of the United States may not be required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest. Such Employees should contact their Local Business Unit Compliance Officer for clarification. |
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SMU Prudentials Corporate Compliance Securities Monitoring Unit.
Watch List a listing of securities in which trading by Employees, depending on their designation and access, may be prohibited.
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EXHIBIT B
PERSONAL TRADING STANDARDS SUMMARY REQUIREMENTS |
||||||||||||
Employee Classifications |
Supervised
Only |
Covered Persons |
Access Persons |
Investment Persons |
Broker/ Dealer
|
Designated Persons |
||||||
Employees may have multiple classifications. Where conflicts exist between these the classifications, the most stringent requirement will apply. |
||||||||||||
Acknowledgement Requirements | ||||||||||||
Complete New Hire, Annual Certifications and Other Compliance Acknowledgements and Certifications | Required | Required | Required | Required | Required | Required | ||||||
Account Reporting Requirements | ||||||||||||
Report Immediate Family Member brokerage accounts and holdings | Not Required | Required | Required | Required | Required | Required for accounts that can hold PRU stock | ||||||
Maintain Accounts at Authorized Broker/Dealers | Not Required | Required | Required | Required | Required | Required for accounts that can hold PRU stock | ||||||
Report Affiliated Open-End Mutual Fund accounts | Not Required | Not Required | Required | Required | Not Required | Not Required | ||||||
Preclearance Requirements | ||||||||||||
Covered Securities | Not Required |
Not Required
(limited applicability to PRT Covered Persons; reference Covered Person) |
Required
(exclusions may apply for GPSI and Pruco Access Persons) |
Required | Not Required |
Required for PRU stock trades
(Applies to DPs Levels 1-6, 56A, 560 and all QMA DPs) |
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PERSONAL TRADING STANDARDS SUMMARY REQUIREMENTS |
||||||||||||
Employee Classifications |
Supervised
Only |
Covered Persons |
Access Persons |
Investment Persons |
Broker/ Dealer
|
Designated Persons |
||||||
Employees may have multiple classifications. Where conflicts exist between these the classifications, the most stringent requirement will apply. |
||||||||||||
Securities issued by Prudential PRU | Not Required | Not Required |
Not Required
(QMA Required) |
Not Required
(QMA Required) |
Not Required |
Required for PRU stock trades
(Applies to DPs Levels 1-6, 56A, 560 and all QMA DPs) |
||||||
Derivatives and selling short including short sales against the box; hedging transactions including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities are prohibited activities for all employees. |
||||||||||||
PESP | Not Required | Not Required | Not Required | Not Required | Not Required |
Required for PRU stock trades (Applies to DPs Levels 1-6, 56A, 560 and all QMA DPs) |
||||||
Deferred Compensation Plan | Not Required | Not Required | Not Required | Not Required | Not Required |
Required for PRU stock trades (Applies to DPs Levels 1-6, 56A, 560 and all QMA DPs) |
||||||
ETFs (including affiliated ETFs) | Not Required | Not Required |
Required
(certain exclusions apply by business unit; see Covered Security definition) |
Required
(certain exclusions apply by business unit; see Covered Security definition) |
Not Required | Not Required |
29
Prudential Financial, Inc.- Revised 01/08/2019
PERSONAL TRADING STANDARDS SUMMARY REQUIREMENTS |
||||||||||||
Employee Classifications |
Supervised
Only |
Covered Persons |
Access Persons |
Investment Persons |
Broker/ Dealer
|
Designated Persons |
||||||
Employees may have multiple classifications. Where conflicts exist between these the classifications, the most stringent requirement will apply. |
||||||||||||
Open End mutual funds | Not Required | Not Required | Not Required | Not Required | Not Required | Not Required | ||||||
Closed End mutual funds | Not Required | Not Required | Required | Required | Not Required | Not Required | ||||||
IPOs | Not Required | Not Required | Required | Prohibited | Prohibited | Not Required | ||||||
Private Placements | Not Required | Not Required | Required | Required | Required | Not Required | ||||||
Trading and Other Requirements | ||||||||||||
Access/Investment Person Blackout Period (excluding De Minimis Transaction) | Does Not Apply | Does Not Apply |
Applies based on trading unit (same day) |
Applies (7-day) |
Does Not Apply | Does Not Apply | ||||||
Affiliated Open-End Mutual Fund 60-day Holding Period | Does Not Apply | Does Not Apply |
Does Not Apply
(Certain Officers may be subject to this requirement) |
Applies | Does Not Apply | Does Not Apply | ||||||
Short-swing profit 60-day holding period (excluding De Minimis Transaction) |
Does Not Apply | Does Not Apply |
Does Not Apply (Certain exclusions apply to SIRG Investment Persons and PCS Employees; see Standards) |
Applies (Certain exclusions apply to SIRG Investment Persons and PCS Employees; see Standards) |
Does Not Apply | Does Not Apply |
30
Prudential Financial, Inc.- Revised 01/08/2019
PERSONAL TRADING STANDARDS SUMMARY REQUIREMENTS |
||||||||||||
Employee Classifications |
Supervised
Only |
Covered Persons |
Access Persons |
Investment Persons |
Broker/ Dealer
|
Designated Persons |
||||||
Employees may have multiple classifications. Where conflicts exist between these the classifications, the most stringent requirement will apply. |
||||||||||||
Investment Clubs |
Permitted | Permitted | Prohibited | Prohibited | Permitted | Permitted |
CONTACTS: PST.HELP@PRUDENTIAL.COM
31
Prudential Financial, Inc.- Revised 01/08/2019
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
|
|||
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 |
|||
March 2019 | Updates to summary table in section 4.8 to reflect the 3 security types added. Certificate of Deposit, Fixed Term Deposit and Fixed Term Bond. | No | No |
4
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:
|
Firstly, making sure that we put clients interests at the heart of everything that we do; and |
|
Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client. |
The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the window on the culture of the firm. They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.
Regulators have also put culture at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by acting with integrity.
The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Monitoring, Ethics and Conduct Assurance team or email CodeofEthicsQueries@bailliegifford.com.
Thank you.
Andrew Telfer | Lindsay Gold | |
Joint Senior Partner of Baillie Gifford & Co | Compliance Director and Chief | |
Compliance Officer of Baillie Gifford Overseas Ltd |
5
CODE OF ETHICS | 2019 |
1. |
Introduction |
1.1 |
Application |
The Code of Ethics applies to
|
All employees of Baillie Gifford entities |
|
Partners |
|
Fixed term, temporary and agency staff |
|
Interns and summer students |
|
Secondees |
|
Individuals providing services via Personal Service Companies |
|
Contractors (with systems access) |
Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the Personal Responsibilities section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as access persons for the purposes of US securities laws.
1.2 |
Scope |
The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Groups Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA and US SEC requirements.
The Code of Ethics covers:
|
guiding ethical principles which apply to all staff |
|
managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff |
|
personal dealings in shares |
|
receiving and giving of gifts, hospitality and other forms of inducement. |
|
Whistleblowing Policy. |
1.3 |
Purpose |
At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.
1.4 |
Staff Obligations |
As a member of staff, you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:
|
Read and adhere to the Code of Ethics. If you have any questions, please 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. |
6
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.
7
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.
8
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. |
9
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:
|
Investment managers |
|
Brokers |
|
Clients of Baillie Gifford |
|
Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds |
|
Companies in which Baillie Gifford invests on behalf of our clients |
|
Other organisations with which Baillie Gifford has a contractual relationship. |
10
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. |
11
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:
|
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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|
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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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 |
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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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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):
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Notify the firm of stockbrokers that they work at Baillie Gifford & Co; |
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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); |
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Notify the Head of Compliance that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so; |
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Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Head of Compliance with one being sent to the stockbroker and the other copy sent to the Head of Compliance; and |
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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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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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Security Type |
Covered by
|
Pre-clearance
|
Include in
|
|||
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 | |||
Certificate of Deposit | No | No | No | |||
Fixed Term Deposit | No | No | No | |||
Fixed Term Bond | 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;
eorganisations;
* w here the member of staff has no influence over the timing and/or it is a set price (note: any subsequent sale of these securities would require pre-clearance). |
Yes | No | Yes | |||
Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new shares. | Yes | No | Yes | |||
Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these securities would require pre-clearance). | Yes | No | Yes | |||
Employee Incentive Share Schemes (Connected Persons):
Putting money aside for the future purchase of shares;
Buying shares at a set date and price;
Any subsequent sale of these shares |
No Yes Yes |
No No Yes |
No Yes Yes |
|||
Monthly direct debit investments (in covered securities):
Initial monthly investment;
Ongoing monthly investments (if no change to initial instruction);
Change to initial instruction (increase, decrease, cancel, switch). |
Yes Yes Yes |
Yes No Yes |
Yes Yes Yes |
|||
Transfer of covered security:
from one person to another;
from one product to another;
where there is no change to the underlying holding (excluding shares sold to cover fees).
* you will need to inform Compliance of the new account where the shares will be held. |
Yes | No | Yes* |
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5. |
Inducements Policy |
An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.
Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.
This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.
The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.
Similarly, Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.
Note : These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.
The remainder of this policy details the following information:
5.1 |
Guidelines for Gifts & Entertainment, Donations and Political Contributions. |
5.2 |
Restrictions in Connection with the Sale of Packaged Products, i.e. Life Policies, OEICs, Unit Trusts and ISAs. |
5.3 |
Packaged Products Guidance on Acceptable Indirect Benefits |
5.4 |
FINRA Specific Requirements for Registered Persons of BGFS |
5.5 |
Specific Requirements for Employees and Licenced Representatives of BGA(HK) |
5.1 |
Guidelines |
5.1.1. Application to all staff
The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.
5.1.2. Application to all third parties
Whilst the FCA requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.
5.1.3. No Solicitation
Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).
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5.1.4. No Cash Gifts
No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.
5.1.5. Donations
As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non-cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Head of Compliance. For example, it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.
Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.
5.1.6. Political Contributions Policy
Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These pay-to-play activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.
Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their connected persons (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:
1. |
All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person: |
|
make any political contributions, either directly or indirectly, to US federal, state or local officials; or |
|
participate in any political fund-raising activity in the US. |
Preclearance should be obtained by contacting the Head of Compliance.
2. |
All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. This disclosure will form part of the 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:
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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 |
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an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable. |
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5.3 |
Packaged Products Guidance on Reasonable Indirect Benefits |
The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.
In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with clients best interests. However, these need to be considered on a case by case basis.
Benefits are unlikely to give rise to conflicts if they are:
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reasonable and proportionate, |
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of a limited scale and nature, |
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do not need to be relied upon by the intermediary, |
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could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and |
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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: |
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For a genuine business purpose |
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Reasonable and proportionate. |
Any costs paid should be associated with the level of Baillie Giffords participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firms costs incurred in running a seminar or conference.
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8. |
Freephone link * |
9. |
Technical services |
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Quotations and projections relating to its packaged products and advice on completion of forms or other documents |
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Access to data processing facilities or to data related to the firms business |
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Access to 3rd party electronic dealing or quotation systems |
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Software giving information about the firms packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted. Likewise, any payments to develop an intermediarys general IT systems would not be permitted. |
10. |
Generic technical information in writing, not necessarily related to the firms business* or if it is of a specialist nature is made available to a particular class of intermediary. |
11. |
Training facilities (lectures, venues, written material, software) * |
If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Giffords products, even if only on a first-come, first-served basis.
12. |
Reimbursement of reasonable travel and accommodation expenses if the intermediary participates in a training event organised by the firm. |
Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.
5.4 |
FINRA Specific Requirements for Registered Persons of BGFS |
Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA members registers persons.
Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFSs Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.
5.5 |
Specific Requirements for Employees and Licensed Representatives of BGA(HK) |
Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.
As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.
6. |
Whistleblowing Policy |
In 2013 the UK Parliamentary Commission on Banking Standards recommended that banks put in place mechanisms to allow their employees to raise concerns internally (i.e. to blow the whistle) and that they appoint a senior person to take responsibility for the effectiveness of these arrangements. In 2015, both the PRA and the FCA consulted on a package of rules and guidance (Whistleblowing Regulations) for firms to formalise their whistleblowing procedures. The contents of this policy have been updated to reflect these new requirements. In addition to the PRA and FCAs regulation there is UK legislation which applies including the Public Interest Disclosure Act 1998 (PIDA) and the Employment Rights Act (1996). The UK is not the only jurisdiction to which whistleblowing applies and other
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jurisdictions in which Baillie Gifford operates such as the USA and Canada are also in scope for whistleblowing. This policy is designed to ensure compliance with the SECs 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:
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All employees of Baillie Gifford entities |
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Partners of Baillie Gifford |
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Fixed term, temporary and agency staff |
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Interns and summer students |
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Secondees to Baillie Gifford |
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Contractors (with systems access) |
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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:
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a criminal offence; |
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a failure to comply with any legal obligation; |
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a miscarriage of justice; |
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possible improprieties in matters of financial reporting; |
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the putting of the health and safety of any individual in danger; |
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damage to the environment; or |
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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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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 as Private and Confidential to the named individual above at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN.
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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:
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you satisfy the test for raising the issue (as described in the introduction to this policy); |
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you reasonably believe the information and any allegations in it are substantially true; and |
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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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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 |
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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
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