As filed with the Securities and Exchange Commission on September 24, 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. 360  

and/or

REGISTRATION STATEMENT

UNDER

   THE INVESTMENT COMPANY ACT OF 1940  
   Amendment No. 364  

(Check Appropriate Box or Boxes)

 

 

COLUMBIA FUNDS SERIES TRUST I

(Exact Name of Registrant as Specified in Charter)

 

 

225 Franklin Street, Boston, Massachusetts 02110

(Address of Principal Executive Offices) (Zip Code)

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

 

 

 

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)

 

 

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

This Post-Effective Amendment relates to Columbia Multi Strategy Alternatives Fund.

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 360 to the Registration Statement on Form N-1A (File No. 2-99356) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 360 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 360 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 360 shall become effective upon filing with the SEC.


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 incorporated by reference to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(6)), filed on June 21, 2019.
(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 July 1, 2019, 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. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)(i)), filed on July 29, 2019.
(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 August 7, 2019, 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. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(2)(i)), filed on September 3, 2019.


(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 incorporated by reference to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(iii)), filed on June 21, 2019.
(d)(3)(iv)   Amendment No. 1, as of June 12, 2019, to the Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated December 13, 2018, is filed herewith as Exhibit (d)(3)(iv) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(d)(3)(v)   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 incorporated by reference to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(iv)), filed on June 21, 2019.
(d)(3)(vi)   Addendum, dated June 12, 2019, to the Amended and Restated Subadvisory Agreement dated December 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC with respect to CMSAF2 Offshore Fund, Ltd, is filed herewith as Exhibit (d)(3)(vi) to Post-Effective Amendment No. 360 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 CSMAF1 Offshore Fund Ltd. (formerly, CAAF Offshore Fund Ltd.), a subsidiary of Columbia Multi Strategy Alternatives Fund (formerly 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)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and QMA LLC, on behalf of Columbia Multi Strategy Alternatives Fund, effective June 12, 2019, is filed herewith as Exhibit (d)(22) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.


(d)(22)(i)   Addendum to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and QMA LLC, on behalf of Columbia Multi Strategy Alternatives Fund, effective June 12, 2019, is filed herewith as Exhibit (d)(22)(i) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(d)(23)   Management Agreement between Columbia Management Investment Advisers, LLC and CSMAF1 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund), effective July 15, 2019, is filed herewith as Exhibit (d)(23) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(d)(24)   Management Agreement between Columbia Management Investment Advisers, LLC and CSMAF2 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund, effective July 3, 2019, is filed herewith as Exhibit (d)(24) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(d)(25)   Management Agreement between Columbia Management Investment Advisers, LLC and CSMAF3 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund, effective July 3, 2019, is filed herewith as Exhibit (d)(25) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(d)(26)   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)(27)   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 July 1, 2019, 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. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)(i)), filed on July 29, 2019.
(e)(2)   Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (e)(2)) filed on June 27, 2019.
(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 Multi Strategy Alternatives 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 to Master Global Custody Agreement (related to Overseas SMA Completion Portfolio) is incorporated by reference to Post-Effective Amendment No. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(10)), filed on September 3, 2019.
(g)(11)   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 August 7, 2019, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, are filed herewith as Exhibit (h)(1)(i) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(h)(2)   Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(6)), filed on March 24, 2006.
(h)(3)   Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on June 29, 2016.
(h)(3)(i)   Restated Schedule A, effective August 7, 2019, 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 filed herewith as Exhibit (h)(3)(i) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(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, dated July 1, 2019, are incorporated by reference to Post-Effective Amendment No. 184 to Registration Statement No. 333-89661 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(8)(i)), filed on July 29, 2019.
(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 Multi Strategy Alternatives 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.
(i)(13)   Opinion of Counsel of Ropes & Gray LLP, with respect to Overseas SMA Completion Portfolio, is incorporated by reference to Post-Effective Amendment No. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(13)), filed on September 3, 2019.


(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 August 7, 2019, is incorporated by reference to Post-Effective Amendment No. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on September 3, 2019.
(m)(2)   Amended and Restated Shareholder Servicing Plan, as of August 7, 2019, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on September 3, 2019.
(m)(3)   Amended and Restated Shareholder Services Plan, as of June 14, 2017, for Registrant’s Class V (formerly known as Class T) shares is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(3)), filed on July 28, 2017.
(m)(4)   Shareholder Servicing Plan Implementation Agreement, amended and restated as of June 14, 2017, for Registrant’s Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on July 28, 2017.
(m)(4)(i)   Restated Schedule I, effective June 14, 2017, to Shareholder Servicing Plan Implementation Agreement for Registrant’s Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)(i)), filed on July 28, 2017.
(m)(5)   Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on November 24, 2010.
(m)(5)(i)   Restated Schedule I, dated August 7, 2019, 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. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(5)(i)), filed on September 3, 2019.
(n)   Rule 18f – 3 Multi-Class Plan, amended and restated as of July 1, 2019, is incorporated by reference to Post-Effective Amendment No. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (n)), filed on July 29, 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 Columbia Multi Strategy Alternatives Fund, Multi-Manager Alternative Strategies Fund and Multi-Manager Directional Alternative Strategies Fund), effective April 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(3)), filed on August 27, 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 8, 2019, is incorporated by reference to Post-Effective Amendment No. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)(i)), filed on July 29, 2019.
(p)(4)(ii)   Personal Securities Trading Standards of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated May 3, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)(ii), filed on August 27, 2019.
(p)(4)(iii)   U.S. Information Barrier Standards of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated May 3, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)(iii), filed on August 27, 2019.
(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 April 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(10)), filed on August 27, 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 1, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(14)), filed on August 27, 2019.
(p)(15)   Code of Ethics of Baillie Gifford Overseas Limited (a subadviser of Multi-Manager International Equity Strategies Fund), effective April 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on August 27, 2019.
(p)(16)   Code of Ethics of Causeway Capital Management LLC (a subadviser of Multi-Manager International Equity Strategies Fund), effective June 3, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(16)), filed on August 27, 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 February 1, 2005, last revised January 30, 2019, is incorporated by reference to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (p)(10)), filed on May 20, 2019.
(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.


(p)(21)   Code of Ethics of QMA LLC, (a subadviser of Columbia Multi Strategy Alternatives Fund), effective January 1, 2018, is filed herewith as Exhibit (p)(21) to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(q)(1)   Trustees’ Power of Attorney, dated January 1, 2018, is incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 1, 2018.
(q)(2)   Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(7)), filed on February 27, 2015.
(q)(3)   Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed on May 27, 2016.
(q)(4)   Power of Attorney for Joseph Beranek, dated January 3, 2019, is incorporated by reference to Post-Effective Amendment No. 343 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(6)), filed on January 14, 2019.

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

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

Item 30. Indemnification

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

Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in


the conduct of his or her office. In accordance with Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Person’s office.

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

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

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

Item 31. Business and Other Connections of the Investment Adviser

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

 

  (a)

The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Investment Management (US) LLC (formerly known as Manulife Asset Management (US) LLC) performs investment management services for the Registrant and certain other clients. Information regarding the business of Manulife Investment Management (US) LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series subadvised by Manulife Investment Management (US) LLC and is incorporated herein by reference. Information about the business of Manulife Investment Management (US) LLC and the directors and principal executive officers of Manulife Investment Management (US) LLC is also included in the Form ADV filed by Manulife Investment 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 Registrant’s 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)

QMA LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of QMA LLC and certain of its officers is set forth in the Prospectus(es) and Statement


  of Additional Information of the Registrant’s series subadvised by QMA LLC and is incorporated herein by reference. Information about the business of QMA LLC and the directors and principal executive officers of QMA LLC is also included in the Form ADV filed by QMA LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-62692), which is incorporated herein by reference.

 

  (q)

TCW Investment Management Company LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s 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.

 

  (r)

Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s 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.

 

  (s)

Voya Investment Management Co. LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Voya Investment Management Co. LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s 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.

 

  (t)

Water Island Capital, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Water Island Capital, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s 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.

 

  (u)

Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s 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 North America Marketing    None

Daniel J. Beckman

   Vice President and Head of North America 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. D’Alessandro

   Vice President and Assistant Secretary    Assistant Secretary

Christopher O. Petersen

   Vice President and Assistant Secretary    President and Principal Executive Officer

James E. Brefeld, Jr.

   Treasurer    None


Michael Tempesta

   Anti-Money Laundering Officer and Identity Theft Prevention Officer    None

Kevin Wasp

   Ombudsman    None

Kristin Weisser

   Conflicts Officer    None

 

*

The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston, MA 02110.

 

  (c)

Not Applicable.

Item 33. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder include:

 

   

Registrant, 225 Franklin Street, Boston, MA 02110;

 

   

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

 

   

Registrant’s subadviser, Alpha Simplex Group, LLC, 255 Main Street, Cambridge, MA 02142;

 

   

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

 

   

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

 

   

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

 

   

Registrant’s subadviser, Boston Partners Global Investors, Inc., One Grand Central Place, 60 East 42nd Street, Suite 1550, New York, NY, 10165;

 

   

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

 

   

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

 

   

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

 

   

Registrant’s subadviser, Hotchkis and Wiley Capital Management, LLC, 725 South Figueroa Street, Los Angeles, CA 90017;

 

   

Registrant’s subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, NY 10017;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

Registrant’s subadviser, QMA LLC, Gateway Center Two, 100 Mulberry Street, Newark, NJ 07102;

 

   

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

 

   

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

 

   

Registrant’s subadviser, Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY, 10169;

 

   

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


   

Registrant’s subadviser, Wells Capital Management Incorporated, 525 Market Street, San Francisco, CA 94105;

 

   

Registrant’s 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;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

Registrant’s sub-transfer agent, DST Asset Manager Solutions, Inc., 2000 Crown Colony Dr., Quincy, MA;

 

   

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

 

   

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

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

Certain information on the above-referenced physical possession of accounts, books and other documents is also included in the Registrant’s filings on Form N-CEN filed with the Securities and Exchange Commission on October 12, 2018, November 13, 2018, January 10, 2019, March 15, 2019, April 12, 2019, June 12, 2019 and July 15, 2019 with respect to Funds with fiscal years July 31, 2018, August 31, 2018, October 31, 2018, December 31, 2018, January 31, 2019, March 31, 2019 and April 30, 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 24th day of September, 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 24th day of September, 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 D’Alessandro
 

Name:

  Joseph D’Alessandro**
    Attorney-in-fact

 

**

Executed by Joseph D’Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on May 27, 2016, on behalf of Joseph Beranek pursuant to a Power of Attorney, dated January 3, 2019, and incorporated by reference to Post-Effective Amendment No. 343 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(6)), filed with the Commission on January 14, 2019 and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2018, and incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 1, 2018.


Exhibit Index

 

(d)(3)(iv)   Amendment No. 1, as of June 12, 2019, to the Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated December 13, 2018
(d)(3)(vi)   Addendum, dated June 12, 2019, to the Amended and Restated Subadvisory Agreement dated December 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC with respect to CMSAF2 Offshore Fund, Ltd
(d)(22)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and QMA LLC, on behalf of Columbia Multi Strategy Alternatives Fund, effective June 12, 2019
(d)(22)(i)   Addendum to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and QMA LLC, on behalf of Columbia Multi Strategy Alternatives Fund, effective June 12, 2019
(d)(23)   Management Agreement between Columbia Management Investment Advisers, LLC and CSMAF1 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund), effective July 15, 2019
(d)(24)   Management Agreement between Columbia Management Investment Advisers, LLC and CSMAF2 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund, effective July 3, 2019
(d)(25)   Management Agreement between Columbia Management Investment Advisers, LLC and CSMAF3 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund, effective July 3, 2019
(h)(1)(i)   Schedule A and Schedule B, effective August 7, 2019, 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
(h)(3)(i)   Restated Schedule A, effective August 7, 2019, 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
(p)(21)   Code of Ethics of QMA LLC, effective January 1, 2018

AMENDMENT NO. 1

TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of June 12, 2019, is made a part of the Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and AQR Capital Management, LLC, a Delaware limited liability company (“Subadviser”), dated December 13, 2018 (the “Agreement”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Columbia Alternative Beta Fund, to be known as Columbia Multi Strategy Alternatives Fund (the Fund), and Subadviser is willing to render such investment advisory services; and

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective September 24, 2019, Columbia Alternative Beta Fund, to be known as Columbia Multi Strategy Alternatives Fund, as a “Fund” covered by the Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

 

  1.

Inclusion of additional Fund. All references to the “Fund” in the Agreement shall mean, and hereby do mean, each “Fund” identified on the amended Schedule A attached to this Amendment.

Schedule A. Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.

 

  2.

Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Amendment may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement. As modified herein, the Agreement is confirmed and remains in full force and effect.

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]


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 Amendment 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
            Senior Counsel & Head of

Title:    

 

 

Assistant Secretary

 

   

Title:    

 

Registered Products

 

       


AMENDMENT NO. 1

TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

ADDENDUM DATED JUNE 12, 2019 TO THE

AMENDED AND RESTATED SUBADVISORY AGREEMENT

DATED DECEMBER 13, 2018

This Addendum, dated as of June 12, 2019 (the “Addendum”), hereby supplements the attached Amended and Restated Subadvisory Agreement, as amended (the “Subadvisory Agreement”), dated December 13, 2018, as amended June 12, 2019, by and between Columbia Management Investment Advisers, LLC, (the “Investment Manager”), a Minnesota limited liability company, and AQR Capital Management, LLC (“AQR”), a Delaware limited liability company, solely with respect to the Columbia Alternative Beta Fund, to be known as Columbia Multi Strategy Alternatives Fund (the “Alternative Beta Fund”), a series of Columbia Funds Series Trust I (the “Registrant”), as follows:

The parties hereto acknowledge that, with respect to the Alternative Beta 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 CMSAF2 Offshore Fund, Ltd. (referred to herein collectively as the “Subsidiary”). AQR is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to AQR from time to time by the Investment Manager (which portion may include any or all of the Alternative Beta Fund’s assets) pursuant to the applicable terms, conditions and obligations under the Subadvisory Agreement. AQR is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by the Investment Manager) of the Alternative Beta Fund to be invested in and through the Subsidiary. For purposes of this Addendum, all references in the Subadvisory Agreement to the “Fund,” with respect to the Alternative Beta 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 the 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 Alternative Beta Fund or as otherwise mutually agreed upon in writing by the Investment Manager and AQR (i) the assets of the Subsidiary should be treated as being held directly by the Alternative Beta Fund for purposes of the Alternative Beta Fund’s 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 Alternative Beta Fund, to comply with requirements applicable to a registered investment company, except that the Subsidiary will comply with the requirements of Section 18(f) of the 1940 Act and rules and regulations promulgated thereunder with respect to asset segregation.

For the avoidance of doubt, AQR hereby agrees for purposes of Section 1 of the Subadvisory Agreement: “Subadviser’s Duties” to treat the assets and liabilities of the Subsidiary as if they are held directly by the Alternative Beta Fund, and, in addition, if required (as determined by the Fund’s Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the Alternative Beta 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 Alternative Beta Fund. AQR acknowledges that, at the direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the Investment Manager has retained AQR to serve as investment subadviser for the Subsidiary, and AQR, 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 12th day of June, 2019.

 

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
        Senior Counsel & Head of

Title:   

  Assistant Secretary    

Title:        

  Registered Products
       

SUBADVISORY AGREEMENT

Agreement made as of the 12th day of June, 2019 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and QMA LLC, a New Jersey limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager entered into a Management Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is September 24, 2019.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

 

1.

Subadviser’s Duties.

 

  (a)

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

 

  (i)

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

 

 

 

 

 

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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 The Subadviser shall, with respect to tender offers, mergers, corporate reorganizations and other corporate actions and/or changes affecting corporate securities in the portion of the Fund’s assets allocated to Subadviser (“Subadviser Account”), evaluate the terms thereof and direct the custodian of the Fund as to the exercise of any rights and/or powers that the Fund may have with respect thereto.

 

  (ii)

Investment Limits. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

 

  (iii)

Portfolio Transactions.

 

  (A)

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

 

 

 

 

 

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transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

 

  (B)

Aggregation of Trades.    Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

 

  (C)

Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

 

  (D)

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 Fund’s agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadviser’s execution thereof, agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other

 

 

 

 

 

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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 as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

 

  (v)

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

 

  (vi)

Management of Funds with Multiple Subadvisers. Subadviser’s responsibilities for providing services to a Fund shall be limited to the 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 Fund’s 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 requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact

 

 

 

 

 

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

 

  (c)

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

 

  (d)

Insurance and Code of Ethics. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) a Code of Ethics and related reporting procedures consistent with Rule 17j-1 under the 1940 Act.

 

  (e)

Confidentiality. Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated

 

 

 

 

 

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

 

  (f)

Cooperation. As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.

 

 

 

 

 

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  (g)

Other Information. For the avoidance of doubt, the Subadviser shall not be required to disclose any information, other than information relating to or about the Fund or information required to be disclosed under Section 6(a) of this Agreement, that the Subadviser or any other Prudential Financial company would not otherwise disseminate to third parties if the Subadviser reasonably and in good faith believes, without consideration of the confidentiality obligations hereunder, that such disclosure would require full public disclosure of such information under applicable securities laws because it would be considered material, nonpublic information regarding Prudential Financial, Inc.

 

2.

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

 

3.

Documents Provided to Subadviser. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements regarding changes to Subadviser, its services to the Fund or investment policies and strategies, if any.

 

4.

Compensation of Subadviser. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or

 

 

 

 

 

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terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

 

5.

Expenses. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund deems to require disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager has a reasonable basis for not adding such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

 

 

 

 

 

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6.

Representations of Subadviser. Subadviser represents and warrants as follows:

 

  (a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide, upon discovery, prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

 

  (b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

 

 

 

 

 

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  (c)

Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC.

 

  (d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder of the Subadviser, in the key personnel who are either the portfolio manager(s) that are identified in the Prospectus of the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

 

7.

Representations of Investment Manager. Investment Manager represents and warrants as follows:

 

  (a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

 

  (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

 

 

 

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required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in 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 Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

 

  (e)

The Board has approved the appointment of Subadviser pursuant to this Agreement.

 

  (f)

The Fund is (i) a “qualified eligible person” as defined under Rule 4.7(a)(2) of the Commodity Futures Trading Commission and the Investment Manager consents to the treatment of the assets of the Fund as an exempt account under Rule 4.7, and (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, and shall notify the Subadviser of any change in such status.

 

  (g)

With respect to the registration requirements of the U.S. Commodity Exchange Act (“CEA”), and the membership requirements of the U.S. National Futures Association (the “NFA”), relating to commodity pool operators and commodity trading advisors, Investment Manager engages in activities requiring registration under the CEA, is appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and is a member of the NFA. The Investment Manager will promptly notify the Subadviser if it is no longer registered with the CFTC.

 

8.

Liability and Indemnification.

 

  (a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a

 

 

 

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result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such instruction constitutes willful misconduct, bad faith, reckless disregard or negligence of the 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

 

 

 

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losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

 

  (c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or

 

 

 

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potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Under no circumstances shall any party hereto be liable to another party for special, punitive or consequential damages.

 

9.

Duration and Termination.

 

  (a)

Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

 

  (b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

 

  (c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 22 shall survive such termination of the Agreement.

 

 

 

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10.

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

 

11.

References to Subadviser. Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein and the right to display Subadviser’s logo on Investment Manager’s website. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, screenshot images (with respect to the display of Subadviser’s logo on Investment Manager’s website) or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Upon termination of this Agreement, the Investment Manager shall, within a reasonable time, cease use of the Subadviser’s name and take all action necessary to remove Subadviser’s name and information from the Prospectus, SAI and other relevant documentation.

 

12.

Notices. Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication:

In the case of Subadviser:

Frances Orabona

QMA LLC

Gateway Center Two

6th Floor

Newark, NJ 07102

Tel: 908-802-5217

Fax: 866-516-6831

 

 

 

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with a copy to:

Chief Legal Officer

QMA LLC

Gateway Center Two

6th Floor

Newark, NJ 07102

Tel: 973-367-4979

Fax: 973-3679108

In the case of Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

Columbia Threadneedle Investments

707 2nd 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 Fund’s shareholders to the extent required by the 1940 Act.

 

14.

Assignment. No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of

 

 

 

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

 

15.

Governing Law. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state of federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

 

16.

Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

 

17.

Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

18.

Interpretation. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

 

19.

Headings. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

 

 

 

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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.

Custodian. The Fund’s 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.

 

22.

No Third-Party Beneficiaries. The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

 

 

 

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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

   

QMA LLC

By:

  /s/ David Weiss    

By:

  /s/ Adam Broder
  Signature       Signature

Name: 

  David Weiss     Name:    Adam Broder
  Printed       Printed

Title:    

  Assistant Secretary    

Title:    

  Managing Director

 

 

 

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SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

 

 

 

 

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ADDENDUM DATED JUNE 12, 2019 TO THE

SUBADVISORY AGREEMENT

DATED JUNE 12, 2019

This Addendum, dated as of June 12, 2019, hereby supplements the attached Subadvisory Agreement (the “Subadvisory Agreement”), dated June 12, 2019, by and between Columbia Management Investment Advisers, LLC, (the “Investment Manager”), a Minnesota limited liability company, and QMA LLC (“QMA”), a New Jersey limited liability company, solely with respect to the Columbia Alternative Beta Fund, to be known as Columbia Multi Strategy Alternatives Fund (the “Alternative Beta Fund”), a series of Columbia Funds Series Trust I (the “Registrant”), as follows:

The parties hereto acknowledge that, with respect to the Alternative Beta Fund, and in accordance with its prospectus, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to CMSAF3 Offshore Fund, Ltd. (referred to herein collectively as the “Subsidiary”). QMA is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to QMA from time to time by the Investment Manager (which portion may include any or all of the Alternative Beta Fund’s assets) pursuant to the same terms, conditions and obligations applicable to the Alternative Beta Fund under the Subadvisory Agreement. QMA is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by the Investment Manager) of the Alternative Beta Fund to be invested in and through the Subsidiary. For these purposes, all references in the Subadvisory Agreement to the “Fund,” with respect to the Alternative Beta Fund, shall also refer to the Subsidiary, unless the context dictates otherwise.

For the avoidance of doubt, QMA hereby agrees for purposes of Section 1 of the Subadvisory Agreement: “Subadviser’s Duties” to treat the assets and liabilities of the Subsidiary as if they are held directly by the Alternative Beta Fund, and, in addition, if required (as determined by the Fund’s Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the Alternative Beta 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 Alternative Beta Fund. QMA acknowledges that, at the direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the Investment Manager has retained QMA to serve as investment subadviser for the Subsidiary, and QMA, as a party to this Subadvisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the terms of this Subadvisory Agreement.


In witness whereof, the parties have caused this Addendum to be executed by their officers designated below as of this 12th day of June, 2019.

 

COLUMBIA MANAGEMENT

INVESTMENT ADVISERS, LLC

    QMA LLC
By:        /s/ David Weiss     By:        /s/ Adam Broder        
  Signature       Signature
Name:    David Weiss     Name:        Adam Broder
  Printed       Printed
Title:     Assistant Secretary     Title:     Managing Director
       

MANAGEMENT AGREEMENT

This Amended and Restated Management Agreement (“Agreement”), dated as of July 15, 2019, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and CMSAF1 Offshore Fund, Ltd. (the “Subsidiary” or “Fund”), a wholly-owned subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund) (the “Parent Fund”), a series of Columbia Funds Series Trust I, amends and restates the Management Agreement, dated October 1, 2016 and is effective on the date indicated thereon.

1.          Services.

(a)        The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, subject to the oversight of the Board of Directors of the Subsidiary (the “Board”), any committees thereof and/or authorized officer(s) of the Fund, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s Memorandum and Articles of Association and the Fund’s investment objectives, strategies and policies as from time to time set forth in the Parent Fund’s then-current prospectus or statement of additional information, or as otherwise established by the Board, which investments, in the Investment Manager’s discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; to provide all of the administrative services and facilities that are necessary for or appropriate to the business and effective operation of the Fund as of the date hereof that are not as of the date hereof (1) provided by employees or other agents engaged by the Fund or the Board or (2) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including the following (unless otherwise directed by the Board or a committee thereof):

(i)         Providing office space, equipment, office supplies and clerical personnel;

(ii)        Overseeing and assisting in the preparation of all general or routine shareholder communications;

(iii)       Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;

(iv)      Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund or the Parent Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications, including, but not limited to, reports on Form N-CR, Form N-CSR, Form N-MFP, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, proxy materials, and notices pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended

 

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(together with the rules and regulations promulgated thereunder, the “1940 Act”) for the Fund or, to the extent the information relates to the Fund or its Portfolio, the Parent Fund;

(v)        Preparing and filing of any required tax reports and returns, including the Fund’s foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders;

(vi)       Monitoring and testing the Fund’s compliance with applicable tax laws and regulations;

(vii)      Executing the pricing process, including calculating the Fund’s net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

(viii)     Coordinating and supervising relations with, and monitoring the performance of, any custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;

(ix)       Preparing, maintaining and filing any filings required by state, federal, and local laws and regulations;

(x)        If applicable, determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;

(xi)      Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;

(xii)     Arranging, if desired by the Fund, for Board members, officers, and employees of the Investment Manager to serve as Board members, officers, or agents of the Fund;

(xiii)    Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Fund’s business as the Board may request from time to time;

(xiv)    Providing fund accounting and internal audit services;

(xv)     Calculating and providing to the Parent Fund the Fund’s daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Parent Fund’s current registration statement;

 

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(xvi)    Preparing and furnishing to the Fund or the Parent Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;

(xvii)   Assisting the Parent Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the 1940 Act;

(xviii)  Providing compliance services, as directed by the Parent Fund’s Chief Compliance Officer, which include monitoring the Fund’s compliance with its policies and procedures and with applicable laws, and the rules and regulations thereunder;

(xix)    Monitoring the Fund’s compliance with its investment policies, objectives, and restrictions as set forth in the Fund’s Memorandum and Articles of Association and the Parent Fund’s currently effective prospectus and statement of additional information;

(xx)     Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;

(xxi)    [Intentionally left blank];

(xxii)   Providing internal legal support of services provided by the Investment Manager under this Agreement;

(xxiii)  Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and, if requested by the Board, reporting to the Board regarding such matters;

(xxiv)  Monitoring, budgeting, approving and arranging for payment of Fund expenses;

(xxv)   Monitoring Board compliance with personal trading guidelines;

(xxvi)  Upon request from the Board, obtaining and maintaining the Fund’s insurance coverage and administering claims thereunder, and filing any related notices;

(xxvii) Preparing such financial information and reports as may be required by any banks from which the Fund or the Parent Fund borrows;

(xxviii)Maintaining the Fund’s books and records in accordance with all applicable laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that the Investment Manager shall surrender promptly to the Fund or the Parent Fund any such items it maintains upon request, provided that the Investment Manager shall be permitted to retain a copy of all such items;

(xxix)  Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as the Investment Manager

 

3


determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;

(xxx)    Assisting the Fund and the Parent Fund in regulatory examinations, inspections or investigations of the Fund;

(xxxi)  [Intentionally left blank];

(xxxii) [Intentionally left blank];

(xxxiii)Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;

(xxxiv)Upon request of the Board, implementing and maintaining, together with affiliated companies, including the Parent Fund, a business continuation and disaster recovery program for the Fund;

(xxxv) Arranging for all meetings of the Board and shareholders;

(xxxvi)Maintaining and retaining all charter documents and coordinating the filing of any documents required to maintain the Fund’s organizational status under applicable law; and

(xxxvii)            Supervising the drafting, negotiation and maintenance of any Fund agreements.

The services provided hereunder are collectively referred to herein as the “Services.”

(b)        The Investment Manager agrees: (i) to maintain an adequate organization of competent persons to provide the Services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser or other party); and (ii) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board or the Board of Trustees of the Parent Fund deems appropriate for the purpose of reviewing the Investment Manager’s performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of, and the provision of administrative Services and facilities to, the Fund in such form and at such intervals as the Board may reasonably request.

(c)        The Fund agrees that the Investment Manager may, at its own expense, subcontract for the Services (including with affiliates of the Investment Manager) or make use of its affiliated companies and their board members, trustees, officers and employees, with the understanding that the quality and scope of Management Services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the advisory Services with respect to the Fund,

 

4


the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Fund’s overall investment strategies (consistent with the Parent Fund’s then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocate and reallocate the Fund’s assets among multiple subadvisers; monitor and evaluate the investment performance of subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Fund’s investment objectives, policies and restrictions.

(d)        In performing the Services, the Investment Manager shall (i) act in conformity with the Fund’s Memorandum and Articles of Association as well as the Parent Fund’s declaration of trust, bylaws and registration statement, as each may be amended from time to time, (ii) consult and coordinate with the Fund, as necessary and appropriate, (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention, and (iv) comply (or cause the Fund to comply, as applicable) with all applicable law and manage the Fund so as to ensure that the operations of the Fund and Parent Fund, taken as a whole, comply with all applicable law, including but not limited to the following, to the extent applicable, including but not limited to the 1940 Act, the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), the 1933 Act, and the provisions of the Code applicable to the Fund to the extent it seeks to qualify as a regulated investment company.

(e)        In connection with its advisory Services, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that the Investment Manager may not share with, or act upon for the benefit of, the Fund.

(f)        The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Fund’s assets may be invested from time to time, as directed by the Board from time to time.

(g)        The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. The Investment Manager hereby agrees that all records that it maintains for the Fund under this Agreement are the property of the Subsidiary and further agrees to surrender promptly to the Subsidiary any of such records upon request.

(h)        The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the Services.

(i)        In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager

 

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may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction, provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.

(j)        Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager nor any of its respective directors, officers, partners, principals, employees, subcontractors or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

2.            Compensation.

(a)        The Fund agrees to pay to the Investment Manager, in full payment for its Services, a fee as set forth in Schedule A.

(b)        The fees payable hereunder shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the fees paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

 

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(c)        The fees payable hereunder shall be paid in cash by the Fund to the Investment Manager within five (5) business days after the last day of each month. A “business day” shall be any day on which shares of the Parent Fund are available for purchase.

3.        Allocation of Expenses.

(a)   The Investment Manager shall: (i) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the advisory Services contemplated to be provided by it pursuant to this Agreement, and (ii) pay the compensation of the directors or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the compensation of one or more of the Fund’s officer(s)).

(b)        Except to the extent that such expenses are paid by the Investment Manager or its affiliates pursuant to a “unitary fee” or other arrangement, the Investment Manager shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund or the Parent Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:

(i)        Any fees payable to the Investment Manager for its Services under this Agreement;

(ii)        Any fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;

(iii)       [Intentionally left blank];

(iv)       Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;

(v)        Any fees and charges for services of the Fund’s independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;

(vi)       Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;

(vii)      Any Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Fund’s tax returns;

(viii)     Any fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Fund’s legal existence, including the filing of any required reports, charter document amendments or other documents;

(ix)       Organizational expenses of the Fund;

(x)        [Intentionally left blank];

 

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(xi)      Expenses of maintaining qualification of the Fund and the Fund’s shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

(xii)     Brokerage commissions and other transaction expenses in connection with the Fund’s purchase and sale of assets;

(xiii)    Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;

(xiv)    Any fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;

(xv)     Any board member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates for services as a Board member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Fund’s chief compliance officer or other officer(s));

(xvi)    Any expenses incidental to holding meetings of the Board or Fund shareholders;

(xvii)   Any expenses incurred in connection with lending portfolio securities of the Fund;

(xviii)  Any interest on indebtedness and any other costs of borrowing money;

(xix)    Any fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;

(xx)     Any other expenses payable by the Fund pursuant to separate agreements of the Fund; and

(xxi)    Any other expenses properly payable by the Fund, as approved by the Board.

(c)        The Investment Manager agrees to pay all expenses it incurs in connection with the administrative Services, excluding any expenses contemplated to be borne by the Fund pursuant to Section 5(b) of this Agreement. For avoidance of doubt, except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization, operation or business of the Fund.

 

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(d)        [Intentionally left blank.]

(e)        If, as a result of a change in applicable law, rules or regulations, or any change in the administrative Services provided as of the date hereof by any person other than the Investment Manager or its affiliates pursuant to any agreement or arrangement with the Fund, the type or quantity of administrative Services necessary for or appropriate to the business and effective operation of the Fund changes, the Investment Manager and the Fund may agree that the Investment Manager shall provide or arrange for the provision of such additional administrative services for such fee as may be mutually agreed by the parties.

4.        Miscellaneous.

(a)      The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.

(b)      The Fund acknowledges that the Investment Manager and its affiliates may perform advisory Services for other clients, so long as the Investment Manager’s advisory Services to the Fund are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.

(c)      The Fund recognizes that the Investment Manager and its affiliates, pursuant to separate agreements, now render and may continue to render administrative Services to other funds and persons which may or may not have policies similar to those of the Fund and that the Investment Manager provides Administrative Services for its own investments and/or those of its affiliates. The Investment Manager shall be free to provide such administrative Services and the Fund hereby consents thereto.

(d)      Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise; provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, SEC orders or published SEC staff guidance.

 

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(e)        Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party’s principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (e).

(f)        All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(g)        The Parent 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 third-party beneficiaries to the Agreement, , no person other than the Fund and the Investment Manager is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement, and there are no 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 person other than the Fund, Investment Manager or Parent Fund (including without limitation any shareholder of the Parent Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Fund, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Fund (including without limitation any fiduciary duty) to any person other than the Fund, Investment Manager and Parent Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

(h)        This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof. Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to this Agreement shall lie in the federal and state courts within the Commonwealth of Massachusetts, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.

(i)        Notice is hereby given that this Agreement is executed on behalf of the Subsidiary by an officer or trustee of the Subsidiary in his or her capacity as an officer or trustee of the Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of the Subsidiary individually, but are binding only upon the assets and property of the Subsidiary. Furthermore, notice is hereby given that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of the Trust are several and not joint.

 

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(j)        If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

(k)        This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

5.          Renewal and Termination.

(a)        This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided.

(b)        This Agreement may be terminated by either the Fund or the Investment Manager at any time by giving the other party 60 days’ written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.

(c)        This Agreement shall terminate in the event of its assignment, the term “assignment” for this purpose having the same meaning as set forth in the 1940 Act, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order. This Agreement shall terminate in the event the Investment Manager ceases to be the investment adviser of the Parent Fund.

(d)        Except as prohibited by applicable law, this Agreement may be amended with respect to the Fund upon written agreement of the Investment Manager and the Subsidiary.

(e)        In the event that, in connection with a termination, a successor or successors to any of the duties or responsibilities of the Investment Manager hereunder is/are designated by the Fund by written notice to the Investment Manager, upon such termination the Investment Manager shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to each such successor all relevant books, records, and data established or maintained by the Investment Manager under this Agreement and shall cooperate in the transfer of such duties and responsibilities.

(f)        At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Manager’s business as investment adviser.

 

11


IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of July 15, 2019.

CMSAF1 Offshore Fund, Ltd.

 

By:

       /s/ Christopher O. Petersen

Name:

       Christopher O. Petersen

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

 

By:

       /s/ Michael G. Clarke

Name:

       Michael G. Clarke

Title:

       Co-Head of Global Operations

 

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SCHEDULE A

Fee Schedule

 

Net Assets (millions)

 

  

Annual rate at each asset level

“Asset Charge”(1)

 

$0 - $500    0.960%
> $500 - $1,000    0.955%
> $1,000 - $3,000    0.950%
> $3,000 - $12,000    0.940%
> $12,000    0.930%

(1) When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund.

MANAGEMENT AGREEMENT

This Management Agreement (“Agreement”), effective July 3, 2019, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and CMSAF2 Offshore Fund, Ltd. (the “Subsidiary” or “Fund”), a wholly-owned subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund) (the “Parent Fund”), a series of Columbia Funds Series Trust I.

1.        Services.

(a)      The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, subject to the oversight of the Board of Directors of the Subsidiary (the “Board”), any committees thereof and/or authorized officer(s) of the Fund, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s Memorandum and Articles of Association and the Fund’s investment objectives, strategies and policies as from time to time set forth in the Parent Fund’s then-current prospectus or statement of additional information, or as otherwise established by the Board, which investments, in the Investment Manager’s discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; to provide all of the administrative services and facilities that are necessary for or appropriate to the business and effective operation of the Fund as of the date hereof that are not as of the date hereof (1) provided by employees or other agents engaged by the Fund or the Board or (2) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including the following (unless otherwise directed by the Board or a committee thereof):

(i)        Providing office space, equipment, office supplies and clerical personnel;

(ii)      Overseeing and assisting in the preparation of all general or routine shareholder communications;

(iii)      Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;

(iv)      Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund or the Parent Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications, including, but not limited to, reports on Form N-CR, Form N-CSR, Form N-MFP, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, proxy materials, and notices pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”) for the Fund or, to the extent the information relates to the Fund or its Portfolio, the Parent Fund;

 

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(v)      Preparing and filing of any required tax reports and returns, including the Fund’s foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders;

(vi)     Monitoring and testing the Fund’s compliance with applicable tax laws and regulations;

(vii)    Executing the pricing process, including calculating the Fund’s net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

(viii)   Coordinating and supervising relations with, and monitoring the performance of, any custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;

(ix)     Preparing, maintaining and filing any filings required by state, federal, and local laws and regulations;

(x)      If applicable, determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;

(xi)     Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;

(xii)    Arranging, if desired by the Fund, for Board members, officers, and employees of the Investment Manager to serve as Board members, officers, or agents of the Fund;

(xiii)   Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Fund’s business as the Board may request from time to time;

(xiv)   Providing fund accounting and internal audit services;

(xv)    Calculating and providing to the Parent Fund the Fund’s daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Parent Fund’s current registration statement;

(xvi)   Preparing and furnishing to the Fund or the Parent Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;

 

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(xvii)   Assisting the Parent Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the 1940 Act;

(xviii)  Providing compliance services, as directed by the Parent Fund’s Chief Compliance Officer, which include monitoring the Fund’s compliance with its policies and procedures and with applicable laws, and the rules and regulations thereunder;

(xix)    Monitoring the Fund’s compliance with its investment policies, objectives, and restrictions as set forth in the Fund’s Memorandum and Articles of Association and the Parent Fund’s currently effective prospectus and statement of additional information;

(xx)     Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;

(xxi)    [Intentionally left blank];

(xxii)   Providing internal legal support of services provided by the Investment Manager under this Agreement;

(xxiii)  Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and, if requested by the Board, reporting to the Board regarding such matters;

(xxiv)  Monitoring, budgeting, approving and arranging for payment of Fund expenses;

(xxv)   Monitoring Board compliance with personal trading guidelines;

(xxvi)  Upon request from the Board, obtaining and maintaining the Fund’s insurance coverage and administering claims thereunder, and filing any related notices;

(xxvii) Preparing such financial information and reports as may be required by any banks from which the Fund or the Parent Fund borrows;

(xxviii)Maintaining the Fund’s books and records in accordance with all applicable laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that the Investment Manager shall surrender promptly to the Fund or the Parent Fund any such items it maintains upon request, provided that the Investment Manager shall be permitted to retain a copy of all such items;

(xxix)  Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as the Investment Manager determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;

(xxx)   Assisting the Fund and the Parent Fund in regulatory examinations, inspections or investigations of the Fund;

 

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(xxxi)   [Intentionally left blank];

(xxxii)  [Intentionally left blank];

(xxxiii)Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;

(xxxiv) Upon request of the Board, implementing and maintaining, together with affiliated companies, including the Parent Fund, a business continuation and disaster recovery program for the Fund;

(xxxv)  Arranging for all meetings of the Board and shareholders;

(xxxvi)Maintaining and retaining all charter documents and coordinating the filing of any documents required to maintain the Fund’s organizational status under applicable law; and

(xxxvii)            Supervising the drafting, negotiation and maintenance of any Fund agreements.

The services provided hereunder are collectively referred to herein as the “Services.”

(b)      The Investment Manager agrees: (i) to maintain an adequate organization of competent persons to provide the Services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser or other party); and (ii) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board or the Board of Trustees of the Parent Fund deems appropriate for the purpose of reviewing the Investment Manager’s performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of, and the provision of administrative Services and facilities to, the Fund in such form and at such intervals as the Board may reasonably request.

(c)      The Fund agrees that the Investment Manager may, at its own expense, subcontract for the Services (including with affiliates of the Investment Manager) or make use of its affiliated companies and their board members, trustees, officers and employees, with the understanding that the quality and scope of Management Services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the advisory Services with respect to the Fund, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Fund’s overall investment strategies (consistent with the Parent Fund’s then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocate and reallocate the Fund’s assets among multiple subadvisers; monitor and evaluate the investment performance of

 

4


subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Fund’s investment objectives, policies and restrictions.

(d)      In performing the Services, the Investment Manager shall (i) act in conformity with the Fund’s Memorandum and Articles of Association as well as the Parent Fund’s declaration of trust, bylaws and registration statement, as each may be amended from time to time, (ii) consult and coordinate with the Fund, as necessary and appropriate, (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention, and (iv) comply (or cause the Fund to comply, as applicable) with all applicable law and manage the Fund so as to ensure that the operations of the Fund and Parent Fund, taken as a whole, comply with all applicable law, including but not limited to the following, to the extent applicable, including but not limited to the 1940 Act, the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), the 1933 Act, and the provisions of the Code applicable to the Fund to the extent it seeks to qualify as a regulated investment company.

(e)      In connection with its advisory Services, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that the Investment Manager may not share with, or act upon for the benefit of, the Fund.

(f)      The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Fund’s assets may be invested from time to time, as directed by the Board from time to time.

(g)      The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. The Investment Manager hereby agrees that all records that it maintains for the Fund under this Agreement are the property of the Subsidiary and further agrees to surrender promptly to the Subsidiary any of such records upon request.

(h)      The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the Services.

(i)      In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and

 

5


the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction, provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.

(j)      Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager nor any of its respective directors, officers, partners, principals, employees, subcontractors or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

2.        Compensation.

(a)      The Fund agrees to pay to the Investment Manager, in full payment for its Services, a fee as set forth in Schedule A.

(b)      The fees payable hereunder shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the fees paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(c)      The fees payable hereunder shall be paid in cash by the Fund to the Investment Manager within five (5) business days after the last day of each month. A “business day” shall be any day on which shares of the Parent Fund are available for purchase.

3.       Allocation of Expenses.

(a)  The Investment Manager shall: (i) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the

 

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advisory Services contemplated to be provided by it pursuant to this Agreement, and (ii) pay the compensation of the directors or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the compensation of one or more of the Fund’s officer(s)).

(b)      Except to the extent that such expenses are paid by the Investment Manager or its affiliates pursuant to a “unitary fee” or other arrangement, the Investment Manager shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund or the Parent Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:

(i)       Any fees payable to the Investment Manager for its Services under this Agreement;

(ii)      Any fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;

(iii)     [Intentionally left blank];

(iv)     Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;

(v)      Any fees and charges for services of the Fund’s independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;

(vi)     Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;

(vii)    Any Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Fund’s tax returns;

(viii)   Any fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Fund’s legal existence, including the filing of any required reports, charter document amendments or other documents;

(ix)     Organizational expenses of the Fund;

(x)      [Intentionally left blank];

(xi)      Expenses of maintaining qualification of the Fund and the Fund’s shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

(xii)    Brokerage commissions and other transaction expenses in connection with the Fund’s purchase and sale of assets;

 

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(xiii)    Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;

(xiv)    Any fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;

(xv)    Any board member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates for services as a Board member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Fund’s chief compliance officer or other officer(s));

(xvi)    Any expenses incidental to holding meetings of the Board or Fund shareholders;

(xvii)   Any expenses incurred in connection with lending portfolio securities of the Fund;

(xviii)  Any interest on indebtedness and any other costs of borrowing money;

(xix)    Any fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;

(xx)    Any other expenses payable by the Fund pursuant to separate agreements of the Fund; and

(xxi)   Any other expenses properly payable by the Fund, as approved by the Board.

(c)       The Investment Manager agrees to pay all expenses it incurs in connection with the administrative Services, excluding any expenses contemplated to be borne by the Fund pursuant to Section 5(b) of this Agreement. For avoidance of doubt, except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization, operation or business of the Fund.

(d)       [Intentionally left blank.]

(e)       If, as a result of a change in applicable law, rules or regulations, or any change in the administrative Services provided as of the date hereof by any person other than the Investment Manager or its affiliates pursuant to any agreement or arrangement with the Fund, the type or quantity of administrative Services necessary for or appropriate to the business and effective operation of the Fund changes, the Investment Manager and the Fund may agree that the

 

8


Investment Manager shall provide or arrange for the provision of such additional administrative services for such fee as may be mutually agreed by the parties.

4.        Miscellaneous.

(a)      The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.

(b)      The Fund acknowledges that the Investment Manager and its affiliates may perform advisory Services for other clients, so long as the Investment Manager’s advisory Services to the Fund are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.

(c)      The Fund recognizes that the Investment Manager and its affiliates, pursuant to separate agreements, now render and may continue to render administrative Services to other funds and persons which may or may not have policies similar to those of the Fund and that the Investment Manager provides Administrative Services for its own investments and/or those of its affiliates. The Investment Manager shall be free to provide such administrative Services and the Fund hereby consents thereto.

(d)      Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise; provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, SEC orders or published SEC staff guidance.

(e)      Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party’s principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (e).

(f)      All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except

 

9


as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(g)      The Parent 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 third-party beneficiaries to the Agreement, , no person other than the Fund and the Investment Manager is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement, and there are no 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 person other than the Fund, Investment Manager or Parent Fund (including without limitation any shareholder of the Parent Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Fund, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Fund (including without limitation any fiduciary duty) to any person other than the Fund, Investment Manager and Parent Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

(h)      This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof. Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to this Agreement shall lie in the federal and state courts within the Commonwealth of Massachusetts, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.

(i)      Notice is hereby given that this Agreement is executed on behalf of the Subsidiary by an officer or trustee of the Subsidiary in his or her capacity as an officer or trustee of the Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of the Subsidiary individually, but are binding only upon the assets and property of the Subsidiary. Furthermore, notice is hereby given that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of the Trust are several and not joint.

(j)      If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as

 

10


closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

(k)      This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

5.        Renewal and Termination.

(a)      This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided.

(b)      This Agreement may be terminated by either the Fund or the Investment Manager at any time by giving the other party 60 days’ written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.

(c)      This Agreement shall terminate in the event of its assignment, the term “assignment” for this purpose having the same meaning as set forth in the 1940 Act, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order. This Agreement shall terminate in the event the Investment Manager ceases to be the investment adviser of the Parent Fund.

(d)      Except as prohibited by applicable law, this Agreement may be amended with respect to the Fund upon written agreement of the Investment Manager and the Subsidiary.

(e)      In the event that, in connection with a termination, a successor or successors to any of the duties or responsibilities of the Investment Manager hereunder is/are designated by the Fund by written notice to the Investment Manager, upon such termination the Investment Manager shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to each such successor all relevant books, records, and data established or maintained by the Investment Manager under this Agreement and shall cooperate in the transfer of such duties and responsibilities.

(f)      At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Manager’s business as investment adviser.

 

11


IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of July 3, 2019

CMSAF2 Offshore Fund, Ltd.

 

By:   /s/ Christopher O. Petersen
Name:       Christopher O. Petersen

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:   /s/ Michael G. Clarke
Name:       Michael G. Clarke
Title:   Co-Head of Global Operations

 

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SCHEDULE A

Fee Schedule

 

Net Assets (millions)

 

  

Annual rate at each asset level

“Asset Charge”(1)

   
$0 - $500    0.960%
> $500 - $1,000    0.955%
> $1,000 - $3,000    0.950%
> $3,000 - $12,000    0.940%
> $12,000    0.930%

(1) When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund.

MANAGEMENT AGREEMENT

This Management Agreement (“Agreement”), effective July 3, 2019, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and CMSAF3 Offshore Fund, Ltd. (the “Subsidiary” or “Fund”), a wholly-owned subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund) (the “Parent Fund”), a series of Columbia Funds Series Trust I.

1.        Services.

(a)      The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, subject to the oversight of the Board of Directors of the Subsidiary (the “Board”), any committees thereof and/or authorized officer(s) of the Fund, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s Memorandum and Articles of Association and the Fund’s investment objectives, strategies and policies as from time to time set forth in the Parent Fund’s then-current prospectus or statement of additional information, or as otherwise established by the Board, which investments, in the Investment Manager’s discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; to provide all of the administrative services and facilities that are necessary for or appropriate to the business and effective operation of the Fund as of the date hereof that are not as of the date hereof (1) provided by employees or other agents engaged by the Fund or the Board or (2) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including the following (unless otherwise directed by the Board or a committee thereof):

(i)        Providing office space, equipment, office supplies and clerical personnel;

(ii)      Overseeing and assisting in the preparation of all general or routine shareholder communications;

(iii)      Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;

(iv)      Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund or the Parent Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications, including, but not limited to, reports on Form N-CR, Form N-CSR, Form N-MFP, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, proxy materials, and notices pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”) for the Fund or, to the extent the information relates to the Fund or its Portfolio, the Parent Fund;

 

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(v)      Preparing and filing of any required tax reports and returns, including the Fund’s foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders;

(vi)     Monitoring and testing the Fund’s compliance with applicable tax laws and regulations;

(vii)    Executing the pricing process, including calculating the Fund’s net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

(viii)   Coordinating and supervising relations with, and monitoring the performance of, any custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;

(ix)     Preparing, maintaining and filing any filings required by state, federal, and local laws and regulations;

(x)      If applicable, determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;

(xi)     Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;

(xii)    Arranging, if desired by the Fund, for Board members, officers, and employees of the Investment Manager to serve as Board members, officers, or agents of the Fund;

(xiii)   Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Fund’s business as the Board may request from time to time;

(xiv)   Providing fund accounting and internal audit services;

(xv)    Calculating and providing to the Parent Fund the Fund’s daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Parent Fund’s current registration statement;

(xvi)   Preparing and furnishing to the Fund or the Parent Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;

 

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(xvii)   Assisting the Parent Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the 1940 Act;

(xviii)  Providing compliance services, as directed by the Parent Fund’s Chief Compliance Officer, which include monitoring the Fund’s compliance with its policies and procedures and with applicable laws, and the rules and regulations thereunder;

(xix)    Monitoring the Fund’s compliance with its investment policies, objectives, and restrictions as set forth in the Fund’s Memorandum and Articles of Association and the Parent Fund’s currently effective prospectus and statement of additional information;

(xx)     Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;

(xxi)    [Intentionally left blank];

(xxii)   Providing internal legal support of services provided by the Investment Manager under this Agreement;

(xxiii)  Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and, if requested by the Board, reporting to the Board regarding such matters;

(xxiv)  Monitoring, budgeting, approving and arranging for payment of Fund expenses;

(xxv)   Monitoring Board compliance with personal trading guidelines;

(xxvi)  Upon request from the Board, obtaining and maintaining the Fund’s insurance coverage and administering claims thereunder, and filing any related notices;

(xxvii) Preparing such financial information and reports as may be required by any banks from which the Fund or the Parent Fund borrows;

(xxviii) Maintaining the Fund’s books and records in accordance with all applicable laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that the Investment Manager shall surrender promptly to the Fund or the Parent Fund any such items it maintains upon request, provided that the Investment Manager shall be permitted to retain a copy of all such items;

(xxix)  Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as the Investment Manager determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;

(xxx)   Assisting the Fund and the Parent Fund in regulatory examinations, inspections or investigations of the Fund;

 

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(xxxi)   [Intentionally left blank];

(xxxii)  [Intentionally left blank];

(xxxiii) Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;

(xxxiv) Upon request of the Board, implementing and maintaining, together with affiliated companies, including the Parent Fund, a business continuation and disaster recovery program for the Fund;

(xxxv)  Arranging for all meetings of the Board and shareholders;

(xxxvi) Maintaining and retaining all charter documents and coordinating the filing of any documents required to maintain the Fund’s organizational status under applicable law; and

(xxxvii)            Supervising the drafting, negotiation and maintenance of any Fund agreements.

The services provided hereunder are collectively referred to herein as the “Services.”

(b)      The Investment Manager agrees: (i) to maintain an adequate organization of competent persons to provide the Services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser or other party); and (ii) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board or the Board of Trustees of the Parent Fund deems appropriate for the purpose of reviewing the Investment Manager’s performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of, and the provision of administrative Services and facilities to, the Fund in such form and at such intervals as the Board may reasonably request.

(c)      The Fund agrees that the Investment Manager may, at its own expense, subcontract for the Services (including with affiliates of the Investment Manager) or make use of its affiliated companies and their board members, trustees, officers and employees, with the understanding that the quality and scope of Management Services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the advisory Services with respect to the Fund, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Fund’s overall investment strategies (consistent with the Parent Fund’s then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocate and reallocate the Fund’s assets among multiple subadvisers; monitor and evaluate the investment performance of

 

4


subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Fund’s investment objectives, policies and restrictions.

(d)      In performing the Services, the Investment Manager shall (i) act in conformity with the Fund’s Memorandum and Articles of Association as well as the Parent Fund’s declaration of trust, bylaws and registration statement, as each may be amended from time to time, (ii) consult and coordinate with the Fund, as necessary and appropriate, (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention, and (iv) comply (or cause the Fund to comply, as applicable) with all applicable law and manage the Fund so as to ensure that the operations of the Fund and Parent Fund, taken as a whole, comply with all applicable law, including but not limited to the following, to the extent applicable, including but not limited to the 1940 Act, the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), the 1933 Act, and the provisions of the Code applicable to the Fund to the extent it seeks to qualify as a regulated investment company.

(e)      In connection with its advisory Services, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that the Investment Manager may not share with, or act upon for the benefit of, the Fund.

(f)      The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Fund’s assets may be invested from time to time, as directed by the Board from time to time.

(g)      The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. The Investment Manager hereby agrees that all records that it maintains for the Fund under this Agreement are the property of the Subsidiary and further agrees to surrender promptly to the Subsidiary any of such records upon request.

(h)      The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the Services.

(i)       In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and

 

5


the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction, provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.

(j)      Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager nor any of its respective directors, officers, partners, principals, employees, subcontractors or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

2.          Compensation.

(a)      The Fund agrees to pay to the Investment Manager, in full payment for its Services, a fee as set forth in Schedule A.

(b)      The fees payable hereunder shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the fees paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(c)      The fees payable hereunder shall be paid in cash by the Fund to the Investment Manager within five (5) business days after the last day of each month. A “business day” shall be any day on which shares of the Parent Fund are available for purchase.

3.       Allocation of Expenses.

(a)  The Investment Manager shall: (i) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the

 

6


advisory Services contemplated to be provided by it pursuant to this Agreement, and (ii) pay the compensation of the directors or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the compensation of one or more of the Fund’s officer(s)).

(b)      Except to the extent that such expenses are paid by the Investment Manager or its affiliates pursuant to a “unitary fee” or other arrangement, the Investment Manager shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund or the Parent Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:

(i)       Any fees payable to the Investment Manager for its Services under this Agreement;

(ii)      Any fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;

(iii)     [Intentionally left blank];

(iv)     Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;

(v)      Any fees and charges for services of the Fund’s independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;

(vi)     Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;

(vii)    Any Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Fund’s tax returns;

(viii)   Any fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Fund’s legal existence, including the filing of any required reports, charter document amendments or other documents;

(ix)     Organizational expenses of the Fund;

(x)      [Intentionally left blank];

(xi)      Expenses of maintaining qualification of the Fund and the Fund’s shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

(xii)    Brokerage commissions and other transaction expenses in connection with the Fund’s purchase and sale of assets;

 

7


(xiii)    Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;

(xiv)    Any fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;

(xv)     Any board member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates for services as a Board member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Fund’s chief compliance officer or other officer(s));

(xvi)    Any expenses incidental to holding meetings of the Board or Fund shareholders;

(xvii)   Any expenses incurred in connection with lending portfolio securities of the Fund;

(xviii)  Any interest on indebtedness and any other costs of borrowing money;

(xix)    Any fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;

(xx)     Any other expenses payable by the Fund pursuant to separate agreements of the Fund; and

(xxi)    Any other expenses properly payable by the Fund, as approved by the Board.

(c)      The Investment Manager agrees to pay all expenses it incurs in connection with the administrative Services, excluding any expenses contemplated to be borne by the Fund pursuant to Section 5(b) of this Agreement. For avoidance of doubt, except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization, operation or business of the Fund.

(d)      [Intentionally left blank.]

(e)      If, as a result of a change in applicable law, rules or regulations, or any change in the administrative Services provided as of the date hereof by any person other than the Investment Manager or its affiliates pursuant to any agreement or arrangement with the Fund, the type or quantity of administrative Services necessary for or appropriate to the business and effective operation of the Fund changes, the Investment Manager and the Fund may agree that the

 

8


Investment Manager shall provide or arrange for the provision of such additional administrative services for such fee as may be mutually agreed by the parties.

4.        Miscellaneous.

(a)      The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.

(b)      The Fund acknowledges that the Investment Manager and its affiliates may perform advisory Services for other clients, so long as the Investment Manager’s advisory Services to the Fund are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.

(c)      The Fund recognizes that the Investment Manager and its affiliates, pursuant to separate agreements, now render and may continue to render administrative Services to other funds and persons which may or may not have policies similar to those of the Fund and that the Investment Manager provides Administrative Services for its own investments and/or those of its affiliates. The Investment Manager shall be free to provide such administrative Services and the Fund hereby consents thereto.

(d)      Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise; provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, SEC orders or published SEC staff guidance.

(e)      Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party’s principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (e).

(f)      All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except

 

9


as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(g)      The Parent 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 third-party beneficiaries to the Agreement, , no person other than the Fund and the Investment Manager is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement, and there are no 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 person other than the Fund, Investment Manager or Parent Fund (including without limitation any shareholder of the Parent Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Fund, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Fund (including without limitation any fiduciary duty) to any person other than the Fund, Investment Manager and Parent Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

(h)      This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof. Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to this Agreement shall lie in the federal and state courts within the Commonwealth of Massachusetts, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.

(i)       Notice is hereby given that this Agreement is executed on behalf of the Subsidiary by an officer or trustee of the Subsidiary in his or her capacity as an officer or trustee of the Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of the Subsidiary individually, but are binding only upon the assets and property of the Subsidiary. Furthermore, notice is hereby given that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of the Trust are several and not joint.

(j)       If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as

 

10


closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

(k)      This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

5.       Renewal and Termination.

(a)      This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided.

(b)      This Agreement may be terminated by either the Fund or the Investment Manager at any time by giving the other party 60 days’ written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.

(c)      This Agreement shall terminate in the event of its assignment, the term “assignment” for this purpose having the same meaning as set forth in the 1940 Act, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order. This Agreement shall terminate in the event the Investment Manager ceases to be the investment adviser of the Parent Fund.

(d)      Except as prohibited by applicable law, this Agreement may be amended with respect to the Fund upon written agreement of the Investment Manager and the Subsidiary.

(e)      In the event that, in connection with a termination, a successor or successors to any of the duties or responsibilities of the Investment Manager hereunder is/are designated by the Fund by written notice to the Investment Manager, upon such termination the Investment Manager shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to each such successor all relevant books, records, and data established or maintained by the Investment Manager under this Agreement and shall cooperate in the transfer of such duties and responsibilities.

(f)      At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Manager’s business as investment adviser.

 

11


IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of July 3, 2019

CMSAF3 Offshore Fund, Ltd.

 

By:   /s/ Christopher O. Petersen
Name:       Christopher O. Petersen

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

 

By:   /s/ Michael G. Clarke
Name:       Michael G. Clarke
Title:   Co-Head of Global Operations

 

12


SCHEDULE A

Fee Schedule

 

Net Assets (millions)

 

  

Annual rate at each asset level

“Asset Charge”(1)

   
$0 - $500    0.960%
> $500 - $1,000    0.955%
> $1,000 - $3,000    0.950%
> $3,000 - $12,000    0.940%
> $12,000    0.930%

(1) When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund.

TA Schedule – CFST I

SCHEDULE A

Effective August 7, 2019

Columbia Funds Series Trust I

Columbia Adaptive Retirement 2020 Fund

Columbia Adaptive Retirement 2025 Fund

Columbia Adaptive Retirement 2030 Fund

Columbia Adaptive Retirement 2035 Fund

Columbia Adaptive Retirement 2040 Fund

Columbia Adaptive Retirement 2045 Fund

Columbia Adaptive Retirement 2050 Fund

Columbia Adaptive Retirement 2055 Fund

Columbia Adaptive Retirement 2060 Fund

Columbia Adaptive Risk Allocation Fund

Columbia 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 Multi Strategy Alternatives 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


TA Schedule – CFST I

Multi-Manager Alternative Strategies Fund

Multi-Manager International Equity Strategies Fund

Multi-Manager Directional Alternative Strategies Fund

Multi-Manager Growth Strategies Fund

Multi-Manager Small Cap Equity Strategies Fund

Multi-Manager Total Return Bond Strategies Fund

Multisector Bond SMA Completion Portfolio

Overseas SMA Completion Portfolio


SCHEDULE B

Effective August 7, 2019

Payments under the Agreement are payable to CMISC monthly.

Transfer agency costs are calculated separately for each of (i) Institutional 3 (Inst3) Class shares, (ii) Institutional 2 (Inst 2) Class shares, and (iii) all other classes of shares.

Each Fund shall pay to CMISC for the services to be provided by CMISC under the Agreement an amount equal to the sum of the following:

(a)        (i)       Base transfer agency fee paid monthly of:

 

  1.

an annual per account fee equal to the Direct Account Fee for accounts established directly with the Fund (direct accounts); and

 

  2.

an annual rate equal to the Intermediary Controlled Account Rate on the daily value of accounts of intermediaries established with the Fund, including accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system (network accounts and, together with omnibus accounts, intermediary controlled accounts); PLUS

 

  (ii)

The Fund’s Allocated Share of CMISC Reimbursable Out-of-Pocket Expenses; PLUS

 

  (iii)

Sub-transfer agency fees (generally intended to offset amounts paid by CMISC to intermediaries for services they provide), subject to the limits set forth below

 

  1.

For all classes other than Inst2 or Inst 3: the amount charged by an intermediary up to the following sub-transfer agency fee limits, which vary among distribution channels as follows:

 

 

Distribution Channel

 

  

Sub-Transfer Agency Fee Limit

 

  Retirement Channel – Intermediary platforms that primarily service retirement accounts, including accounts of retirement plans qualified under sections 401(a), 401(k), 457 or 403(b) of the Internal Revenue Code of 1986, as amended (the Code), non-qualified deferred compensation plans governed by section 409A of the Code and individual retirement plans    (i) 0.25% of Fund assets held by Retirement Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per account held by Retirement Channel intermediaries charging a per account fee
  Supermarket Transaction Fee (TF) Channel – Accounts in mutual fund platforms of the type    (i) 0.12% of Fund assets held by Supermarket TF Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per


 

Distribution Channel

 

  

Sub-Transfer Agency Fee Limit

 

 

commonly referred to as“fund supermarkets” that charge participants a transaction fee

 

  

Supermarket TF Account held for intermediaries charging a per account fee

 

  Supermarket No-Transaction Fee (NTF) Channel – Accounts in mutual fund platforms of the type commonly referred to as “fund supermarkets” that do not charge participants a transaction fee    (i) 0.25% of Fund assets held by Supermarket NTF Channel intermediaries or platforms charging an asset based fee or (ii) $20 per account held by Supermarket NTF Channel intermediaries or platforms charging a per account fee
  Bank Channel – Accounts maintained by banks offering financial and banking services to high net worth clients (commonly referred to as private bank accounts)    (i) 0.20% of Fund assets held by Private Bank Channel intermediaries or platforms or (ii) $20 per account held by Bank Channel intermediaries or platforms charging a per account fee
  Section 529 Plan Assets – Accounts of portfolios of college saving plans authorized under section 529 of the Code (commonly referred to as Section 529 plans) (529 Plan Accounts)    0.20% on Fund assets held in 529 Plan Accounts
  Broker-Dealer Channel – Intermediary platforms offering mutual funds in brokerage accounts or through advisory programs, including independent, regional and wirehouses firms    (i) 0.15% of Fund assets held by Broker-Dealer Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per account held by Broker-Dealer Channel intermediaries or platforms charging a per account fee
  Insurance Channel – Insurance companies offering mutual funds in retirement/recordkeeping-type platforms, products and accounts.    (i) 0.25% of Fund assets held by Insurance Channel intermediaries on platforms charging an asset-based fee or (ii) $20 per account held by Insurance Channel intermediaries or platforms charging a per account fee

The sub-transfer agency fee limit is applied by intermediary (or by platforms within an intermediary, where applicable), by Fund and by share class and not in the aggregate by distribution channel. For avoidance of doubt, per account limits applicable to certain channels are applied at the level of the underlying accounts serviced by the intermediary, not at the level of the omnibus account maintained by CMISC.

 

  2.

For Inst2 Class shares: 0.05% of the average aggregate value of the Fund’s shares maintained in omnibus accounts (subject to paragraph (b) below).

 

  3.

For Inst3 Class shares: Inst3 Class shares do not pay sub-transfer agency fees set forth in paragraph (a)(iii).

 

  (b)

For Inst2 Class shares, the annual rate for the fees set forth in paragraphs (a)(i) – (a)(iii)(2) shall not exceed 0.070%.


  (c)

For Inst3 Class shares, the annual rate for the fees set forth in paragraphs (a)(i) – (a)(ii) shall not exceed 0.020%.

In addition, CMISC shall be entitled to retain as additional compensation/reimbursement for its services all CMISC revenues for fees for wire, telephone, and redemption orders, IRA trustee agent fees and account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement. All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds’ independent accountants.

Definitions

Allocated Share” for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”

CMISC Reimbursable Out-of-Pocket Expenses” means (i) networking account fees paid to dealer firms by CMISC on shareholder accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system, subject to a maximum annual rate of up to 0.20% of the month end value of the Fund’s shares maintained in networked accounts of each dealer firm, and (ii) out-of-pocket expenses incurred on behalf of the Funds by CMISC for stationery, forms, postage and similar items and those expenses identified as “Out-of-Pocket Expenses” below.

Direct Account Fee” means $29.20.

Intermediary Controlled Account Rate” means 0.0078% for the period from July 1, 2019 through July 31, 2019, and thereafter shall be the rate equal to (x) the amount approved or ratified by the Board to approximate the projected expenses of servicing intermediary controlled accounts (including an agreed-upon margin), divided by (y) the net assets of intermediary controlled accounts invested in funds within the Columbia Fund complex for which CMISC serves as transfer agent (excluding any variable portfolio funds). For any given month, CMISC shall calculate the Intermediary Controlled Account Rate based on net assets of applicable Columbia Funds as of the 15th day of the month preceding such month (or the next succeeding business day if the 15th day of the preceding month is not a business day). For example, the Intermediary Controlled Account Rate effective September 1, 2019 shall be calculated based on net assets as of August 15, 2019.

Out-of-Pocket Expenses” also include, but are not limited to, the following items:

  *

Printing, storage and programming costs associated with, but not limited to envelopes, checks, confirmations and stationery

  *

Postage bulk, pre-sort, ZIP+4, barcoding, first class

  *

Telephone and telecommunication costs, including all lease, maintenance and line costs

  *

Proxy solicitations, mailings and tabulations


  *

Daily & Distributions advice mailings

  *

Implementing, monitoring or processing any Stop Orders

  *

Shipping, Certified and Overnight mail and insurance

  *

Year-end forms and mailings

  *

Duplicating services

  *

Courier services

  *

National Securities Clearing Corporation charges related to fund transactions

  *

Record retention costs including but not limited to the storage, movement, destruction, retrieval and handling charges

  *

Data processing and storage for anti-market timing omnibus monitoring

  *

Creation and maintenance of on-line records including reports, shareholder and dealer statements, year-end forms, and regulatory mailings

  *

Third party quality control assessments

  *

Compliance items including, but not limited to, lost shareholder review, lost certificate filings and compliance programs

  *

Electronic website linkages to third party account management applications

  *

Regulatory mailings inclusive of costs related to electronic delivery of such documents.

  *

At the request, or with the consent of the Trust, such other miscellaneous expenses reasonably incurred by CMISC in performing its duties and responsibilities under this Agreement.

The Funds agree that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with CMISC. In addition, the Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.


Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses

CMISC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:

 

  A.    Identifiable    Based on actual services performed and invoiced to a Fund.
  B.    Unidentifiable   

Allocation will be based on three evenly weighted factors.

 

- number of shareholder accounts

 

- Number of transactions

 

- Average net assets


IN WITNESS WHEREOF, the parties hereto have caused the forgoing Schedule A and Schedule B to be duly executed as of August 7, 2019.

COLUMBIA FUNDS SERIES TRUST I,

on behalf of their respective series listed on Schedule A

By:   

/s/ Christopher O. Petersen         

     Name: Christopher O. Petersen
     Title:   President

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.

By:  

/s/ Lyn Kephart-Strong                

     Name: Lyn Kephart-Strong
     Title:   President

            Fee Waiver – CFST I & CFVIT

SCHEDULE A

List of Registrants and Funds

As of August 7, 2019

Registrant

FUNDS

Columbia Funds Series Trust I

Columbia Adaptive Risk Allocation Fund2

Columbia Adaptive Retirement 2020 Fund2

Columbia Adaptive Retirement 2025 Fund2

Columbia Adaptive Retirement 2030 Fund2

Columbia Adaptive Retirement 2035 Fund2

Columbia Adaptive Retirement 2040 Fund2

Columbia Adaptive Retirement 2045 Fund2

Columbia Adaptive Retirement 2050 Fund2

Columbia Adaptive Retirement 2055 Fund2

Columbia Adaptive Retirement 2060 Fund2

Columbia Balanced Fund1

Columbia Bond Fund1

Columbia Connecticut Intermediate Municipal Bond Fund1

Columbia Contrarian Core Fund1

Columbia Corporate Income Fund1

Columbia Disciplined Small Core Fund1

Columbia Dividend Income Fund1

Columbia Emerging Markets Fund1

Columbia Global Dividend Opportunity Fund1

Columbia Global Energy and Natural Resources Fund1

Columbia Global Technology Growth Fund1

Columbia Greater China Fund1

Columbia High Yield Municipal Fund1

Columbia Intermediate Municipal Bond Fund1

Columbia Large Cap Growth Fund1

Columbia Massachusetts Intermediate Municipal Bond Fund1

Columbia Mid Cap Growth Fund1

Columbia Multi-Asset Income Fund2

Columbia Multi Strategy Alternatives Fund1

Columbia New York Intermediate Municipal Bond Fund1

Columbia Oregon Intermediate Municipal Bond Fund1

Columbia Pacific/Asia Fund1

Columbia Real Estate Equity Fund1

Columbia Select Large Cap Growth Fund1

Columbia Small Cap Growth Fund I1

Columbia Small Cap Value Fund I1

Columbia Solutions Aggressive Portfolio1

Columbia Solutions Conservative Portfolio1

Columbia Strategic California Municipal Income Fund1

Columbia Strategic Income Fund1

Columbia Strategic New York Municipal Income Fund1

Columbia Tax-Exempt Fund1

Columbia Total Return Bond Fund1

Columbia U.S. Social Bond Fund1

Columbia U.S. Treasury Index Fund1

Columbia Ultra Short Term Bond Fund1

Multi-Manager Alternative Strategies Fund1

Multi-Manager Directional Alternatives Strategies Fund1

Multi-Manager Growth Strategies Fund1

Multi-Manager International Equity Strategies Fund1

Multi-Manager Small Cap Equity Strategies Fund2


            Fee Waiver – CFST I & CFVIT

Multi-Manager Total Return Bond Strategies Fund1

Multisector Bond SMA Completion Portfolio2

Overseas SMA Completion Portfolio2

Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Asset Allocation Fund3

Columbia Variable Portfolio – Contrarian Core Fund1

Columbia Variable Portfolio – Diversified Absolute Return Fund2

Columbia Variable Portfolio – Long Government/Credit Bond Fund1

Columbia Variable Portfolio – Select Large Cap Growth Fund1

Columbia Variable Portfolio – Small Cap Value Fund1

Columbia Variable Portfolio – Small Company Growth Fund1

Columbia Variable Portfolio – Strategic Income Fund1

CTIVP® – AQR Managed Futures Strategy Fund1

CTIVP® – Lazard International Equity Advantage Fund1

Variable Portfolio – Managed Risk Global Fund2

Variable Portfolio – Managed Risk U.S. Fund2

Variable Portfolio – Managed Volatility Conservative Fund2

Variable Portfolio – Managed Volatility Conservative Growth Fund2

Variable Portfolio – Managed Volatility Growth Fund2

Variable Portfolio – U.S. Flexible Conservative Growth Fund2

Variable Portfolio – U.S. Flexible Growth Fund2

Variable Portfolio – U.S. Flexible Moderate Growth Fund2

1 The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

2 The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, and infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

3 The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: management service fee, taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.


Fee Waiver – CFST I & CFVIT

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of August 7, 2019.

 

COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
Each for itself and on behalf of its respective series listed on this Schedule A
By:   /s/ Christopher O. Petersen    
Name:     Christopher O. Petersen
Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By:   /s/ Michael G. Clarke              
Name:   Michael G. Clarke
Title:   Co-Head of Global Operations

 

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:   /s/ Daniel J. Beckman             
Name:     Daniel J. Beckman
Title:   Vice President and Head of North America Product

 

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:   /s/ Lyn Kephart-Strong          
Name:     Lyn Kephart-Strong
Title:   President

Quantitative Management Associates

INVESTMENT ADVISER CODE OF ETHICS

INTRODUCTION

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics (the “Code”) designed to prevent fraud by reinforcing the principles that govern the conduct of investment advisory firms and their personnel. In addition, the Code must set forth specific requirements relating to personal securities trading activity including reporting transactions and holdings.

Generally, the Code applies to directors, officers and employees acting in an investment advisory capacity who are known as Supervised Persons and, in some cases, also as Access Persons of the adviser. Supervised Persons covered by more than one code of ethics meeting the requirements of Rule 204A-1 will be subject to the code of the primary entity with which the Supervised Person is associated.

Employees identified as Supervised and Access Persons must comply with the Code. Compliance is responsible for notifying each individual who is subject to the Code. Supervised Persons must be provided and must acknowledge receipt of this Code and any amendments to the Code. They must also comply with the federal securities laws.

GENERAL ETHICAL STANDARDS

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.

It is the responsibility of management to make the Company’s ethical standards clear. At every level, employees must set the right example in their daily conduct. Prudential expects employees to be honest and forthright and to use good judgment. We expect them to deal fairly with customers, suppliers, competitors, and one another. We expect them to avoid taking unfair advantage of others through manipulation, concealment, abuse of confidential information or misrepresentation. Moreover, employees must understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.


It is each employee’s responsibility to ensure that we:

 

   

Nurture a company culture that is highly moral and make decisions based on what is right.

   

Build lasting customer relationships by offering only those products and services that are appropriate to customers’ needs and provide fair value.

   

Maintain an environment where employees conduct themselves with courage, integrity, honesty and fair dealing at all times.

   

Ensure no individual’s personal success or business group’s bottom line is more important than preserving the name and goodwill of Prudential.

   

Regularly monitor and work to improve our ethical work environment.

Because Ethics is not a science, there may be gray areas. We encourage individuals to ask for help in making the right decisions. Business Management, Business Ethics Officers, and our Human Resources, Law and Compliance and Enterprise Ethics professionals are all available for guidance at any time.

INVESTMENT ADVISER FIDUCIARY STANDARDS

Investment advisers frequently are fiduciaries for clients. Fiduciary status may exist under contract; common law; state law; or federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940 and ERISA.

Whenever a Prudential adviser acts in a fiduciary capacity, it will endeavor to consistently put the client’s interest ahead of the firm’s. It will disclose actual and potential meaningful conflicts of interest. It will manage actual conflicts in accordance with applicable legal standards. If applicable legal standards do not permit management of a conflict, the adviser will avoid the conflict. Adviser personnel will not engage in fraudulent, deceptive or manipulative conduct. Advisers will act with appropriate care, skill and diligence.

Advisory personnel are required to know when an adviser is acting as a fiduciary with respect to the work they are doing. In such cases, advisory personnel are expected to comply with all fiduciary standards applicable to the firm in performing their duties. In addition, they must also put the client’s interest ahead of their own personal interest. An employee’s fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates.

Employees should be aware that failure to adhere to the standards under this Code might lead to disciplinary action up to and including termination of employment.

REPORTING VIOLATIONS OF THE CODE

It is the responsibility of each Supervised Person and Access Person to promptly report any violations of this Code to his/her Chief Compliance Officer. The investment adviser will provide disclosure of issues to clients upon request.


INCORPORATED POLICIES

In addition to this document, the following policies are also considered part of this Code:

 

   

U.S. Information Barrier Standards

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It is each Supervised and Access Person’s responsibility to know whether their investment management unit is subject to the information barrier restrictions under the U.S. Information Barrier Standards.Compliance will provide training to inform employees of their obligations.

 

   

Personal Securities Trading Standards

 

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All investment advisory personnel are subject to the Personal Securities Trading Standards and must comply with all requirements therein unless otherwise notified by Compliance.

ADDITIONAL RESOURCES

Although not part of this Code, the Prudential Code of Conduct, titled Making the Right Choices, applies to all Prudential employees, including those affiliated with an investment adviser. In addition to the Code, employees in the investment advisory business are also subject to all applicable compliance manuals, policies and procedures. If you have any questions as to your requirements under the Code or as to which registered investment adviser(s) you are affiliated with, you should contact your business unit compliance officer.