SUBADVISORY AGREEMENT
Agreement made as of the 16th day of September, 2021 by and between Columbia Management
Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Crabel Capital Management, LLC, a Wisconsin 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 January 12, 2022.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
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(a)
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Portfolio Management. Subject to supervision by Investment Manager and the Fund’s Board of
Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may
include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:
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(i)
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Investment Decisions. Subadviser shall determine from time to time what investments and securities will
be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other
subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will
not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible
for filing claims in class action settlements related to securities
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currently or previously held by that portion of the Fund allocated to it by Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of
claims in class action settlements.
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(ii)
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Investment Limits. In the performance of its duties and obligations under this Agreement, Subadviser
shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”);
(b) instructions and directions of Investment Manager and of the Board as applicable to the Fund and communicated by the Investment Manager to the Subadviser; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended
(the “Code”), and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation
of (a), (b) or (c) above.
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(iii)
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Portfolio Transactions.
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(A)
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Trading. With respect to the securities and other investments to be purchased or sold for the Fund,
Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided,
however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other
services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in
accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or cause the Fund to pay a
broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread
or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for
which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular
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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.
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(B)
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Aggregation of Trades. Subadviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the
securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the
Fund and to such other clients.
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(C)
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Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other
accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures
as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.
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(D)
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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 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)
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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.
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(iv)
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Records and Reports. Subadviser (a) shall maintain such books and records for such time periods as
are required of a Securities and Exchange Commission (“SEC”)-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a
Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at
reasonable times and upon reasonable advance notice.
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(v)
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Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information
relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable
request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.
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(vi)
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Management of Funds with Multiple Subadvisers. Subadviser’s responsibilities for providing services
to a Fund shall be limited to the portion of the Fund’s assets allocated to Subadviser (“Subadviser Account”). Subadviser shall not, without the prior approval of Investment Manager, effect any transactions that would cause the
Subadviser Account, treated as a separate fund, to be out of compliance with the 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.
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(b)
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Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to
Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue
statement of a material fact or omit to state a material fact 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
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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, on an annual basis, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund
to fulfill its obligations under Rule 38a-1 of the 1940 Act.
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(c)
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Maintenance of Records. Subadviser shall timely furnish to Investment Manager all information relating
to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all
records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records.
Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
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(d)
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Insurance and Code of Ethics. Subadviser will provide the Fund with reasonable evidence that, with
respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.
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(e)
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Confidentiality. Each of the parties hereto agrees that it shall exercise the same standard of care that
it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information,
includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser
that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the
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Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish,
disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other
party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known
or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in
writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that
is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the disclosing party provides (to the extent permitted under applicable law) the non-disclosing
party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an
aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund;
(8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the
foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify
Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.
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(f)
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Cooperation. As reasonably requested by Investment Manager or the Board and in accordance with the scope
of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply
with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities
laws pursuant to which the Fund may be able to assert a potential claim.
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2.
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Investment Manager’s Duties. Investment Manager shall continue to have responsibility for all other
services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility
with respect to any assets of the Fund which are not allocated by it to the portfolio
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management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager
or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and
(b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and
shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets
for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund
with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable
to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.
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3.
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Documents Provided to Subadviser. Investment Manager has delivered or will deliver to Subadviser current
copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements regarding changes to Subadviser, its services to the Fund or investment policies and
strategies, if any.
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4.
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Compensation of Subadviser. For the services provided and the expenses assumed pursuant to this
Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates
set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement
becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to
the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this
Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.
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5.
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Expenses. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities
in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, Subadviser travel expenses, preparation of Board materials, review of marketing materials relating to Subadviser
or
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other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a
prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund deems to require disclosure in the prospectus or any required
regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by
the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each
require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each
such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment
Manager under the Advisory Agreement are borne by the applicable Fund.
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In the event that there is a proposed change in
control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder,
Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy
statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is
operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation,
mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
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6.
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Representations of Subadviser. Subadviser represents and warrants as follows:
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(a)
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Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (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
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occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek
to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an
affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act, (3) in the event the SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced
proceedings or an investigation that may result in any of these actions, (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code
and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement
relating to Subadviser contained therein that becomes untrue in any material respect.
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(b)
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Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized
officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the
extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.
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(c)
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Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures
specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the
Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC.
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(d)
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Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key
personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.
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(e)
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Subadviser (i) is sufficiently capitalized to operate its business; (ii) has sufficient financial
resources to provide quality services under the Agreement; and (iii) will promptly notify Investment Manager of any changes to its financial condition that can reasonably be expected to materially and adversely impact the quality of services to
be provided by Subadviser under this Agreement.
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7.
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Representations of Investment Manager. Investment Manager represents and warrants as follows:
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(a)
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Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to
be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under
Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have
occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains
in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the
authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of
an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has
commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M
of the Code.
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(b)
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Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or
indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain
Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.
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(c)
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The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment
discretion to Subadviser from time to time, and
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there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets.
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(d)
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The Fund (i) is an “eligible contract participant” as defined under Section 1a(18) of the
Commodity Exchange Act; (ii) is a “qualified eligible person” as defined under the Commodity Futures Trading Commission (“CFTC”) Regulation 4.7 and consents to being treated as an exempt account under CFTC Regulation 4.7;
and (iii) is duly registered with the CFTC and a member of the National Futures Association (“NFA”) or exempt from such registration because, with respect to the Fund, the Investment Manager has made the required filings to be duly
registered with the CFTC and a member of the NFA or exempt from such registration.
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(e)
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Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for
the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to
another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.
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(f)
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The Board has approved the appointment of Subadviser pursuant to this Agreement.
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8.
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Liability and Indemnification.
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(a)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its
affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment
Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) )
(collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way
to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable
legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on
(i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the
Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the
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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. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will
match any benchmark index or other standard or objective.
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(b)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and
the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of
the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except
that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all
losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common
law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a
material
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fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact
known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to
Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.
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(c)
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After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent
of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide
indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification
giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the
extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the
Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named
parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.
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9.
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Duration and Termination.
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(a)
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Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written
above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board
members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the
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Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
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(b)
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Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any
penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by
Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after
written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of
Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material
breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.
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(c)
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In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the
parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b),
8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.
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10.
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Subadviser’s Services Are Not Exclusive. Nothing in this Agreement shall limit or restrict the
right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or
limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may,
subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary
obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for
themselves or for any other clients.
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11.
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References to Subadviser. Subadviser hereby grants to Investment Manager during the term of this
Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein and the right to
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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.
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12.
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Notices. Any notice, statement, consent or approval required or permitted to be given in connection with
this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of
communication:
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In the case of Subadviser:
Crabel Capital Management, LLC
10250 Constellation Blvd.
Suite 2650
Los Angeles,
California 90067
Email: clientrelations@crabel.com
with a copy to:
Legal
Department
Crabel Capital Management, LLC
10250 Constellation Blvd.
Suite 2650
Los Angeles,
California 90067
Tel: 310-651-2900
Email: ccmlegal@crabel.com
In
the case of Investment Manager:
Paul Mikelson
Vice President, Subadvised Strategies
Columbia Threadneedle Investments
707 2nd Ave. S, Routing: H16-10334
Minneapolis, MN 55402
Tel:
(612) 671-4452
Fax: (612) 671-0618
with a copy to:
Christopher O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel:
(612) 671-4321
Fax: (612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and
received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to
5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next
Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
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13.
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Amendments. This Agreement may be amended by mutual consent, subject to approval by the Board and the
Fund’s shareholders to the extent required by the 1940 Act.
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14.
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Assignment. No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by
Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed
to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
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15.
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Governing Law. This Agreement, and, in the event of termination of the Agreement, those paragraphs that
survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To
the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the
jurisdiction of a state OR federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be
brought exclusively in the state OR federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or
hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.
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16.
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Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties
hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
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17.
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Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors.
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18.
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Interpretation. Any questions of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling
decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or
order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.
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19.
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Headings. The headings in this Agreement are intended solely as a convenience and are not intended to
modify any other provision herein.
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20.
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Authorization. Each of the parties represents and warrants that the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation
of such party in accordance with its terms.
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21.
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No Third-Party Beneficiaries. The Fund is intended to be a third-party beneficiary of this Agreement.
For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and
the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without
limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights
against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of
which rights, benefits, duties, and obligations are hereby expressly excluded.
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED
ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY
OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above
written.
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Columbia Management Investment
Advisers, LLC
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Crabel Capital Management, LLC
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By:
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/s/ David Weiss
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By:
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/s/ Richard S. Rusin
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Signature
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Signature
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Name:
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David Weiss
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Name:
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Richard Rusin
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Printed
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Printed
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Title:
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Assistant Secretary
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Title:
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Chief Operating Officer
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SUBADVISORY AGREEMENT
[SCHEDULE LISTING FUND AND FEE RATE OMITTED]
ADDENDUM DATED SEPTEMBER 16, 2021 TO THE
SUBADVISORY AGREEMENT DATED SEPTEMBER 16, 2021
This Addendum, dated as of September 16, 2021 (the “Addendum”), hereby supplements the attached
Subadvisory Agreement (the “Subadvisory Agreement”), dated September 16, 2021, by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and Crabel Capital
Management, LLC (“Crabel”), a Wisconsin limited liability company, solely with respect to the Multi-Manager Alternative Strategies Fund (the “Alternative Strategies Fund”), a series of Columbia Funds Series Trust I (the
“Registrant”), as follows:
The parties hereto acknowledge that, with respect to the Alternative
Strategies Fund, and in accordance with its prospectus and statement of additional information, as amended from time to time, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to
ASMF Offshore Fund, Ltd. (referred to herein collectively as the “Subsidiary”). Crabel is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to Crabel from time to time by the Investment
Manager (which portion may include any or all of the Alternative Strategies Fund’s assets) pursuant to the same terms, conditions and obligations applicable to the Alternative Strategies Fund under the Subadvisory Agreement. Crabel 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 Strategies 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 Strategies 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 Strategies Fund or as otherwise mutually agreed upon in writing by the
Investment Manager and Crabel (i) the assets of the Subsidiary should be treated as being held directly by the Alternative Strategies Fund for purposes of the Alternative Strategies 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 Strategies 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, Crabel 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 Strategies 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 Strategies 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 Strategies Fund. Crabel 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 Crabel to serve as investment subadviser for the Subsidiary, and Crabel, 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 16th day of September, 2021.
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COLUMBIA MANAGEMENT
INVESTMENT ADVISERS, LLC
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CRABEL CAPITAL MANAGEMENT,
LLC
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By:
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/s/ David Weiss
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By:
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/s/ Richard S. Rusin
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Signature
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Signature
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Name:
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David Weiss
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Name:
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Richard Rusin
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Printed
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Printed
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Title:
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Assistant Secretary
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Title:
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Chief Operating Officer
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Crabel Capital Management, LLC
Code of Ethics
Dated as of April 2019
Crabel Capital Management, LLC (“Crabel” or the “Firm”) is a commodity pool operator and commodity trading adviser registered with the U.S.
Commodity Futures Trading Commission, a member of the National Futures Association, and is an investment adviser registered with the U.S. Securities and Exchange Commission. When offering its products and services, Crabel and its employees have a
responsibility to adhere to the highest ethical principles and must act solely in the best interests of the Firm’s clients.
The Firm adopted this Code of
Ethics (“Code”) to provide guidance for its employees to conduct business consistent with applicable regulatory requirements. Further, the Code is designed to reflect the Firm’s fiduciary duty owed to its clients, including the duties
of care and loyalty, competency, diligence, trust and accountability.
Questions regarding this Code, or your responsibilities and obligations under the Code,
should be directed to the Firm’s Compliance Department.
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●
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“Advisers Act” means the Investment Advisers Act of 1940, as amended.
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●
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“Automatic Investment Plan” is a program in which regular periodic purchases (or withdrawals) are made
automatically in (or from) an investment account according to a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
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●
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“Beneficial Ownership” has the same meaning as the term is defined under Section 16 of the
Securities Exchange Act of 1934, and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a pecuniary interest in a Security.
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●
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“Client” means any pooled investment vehicle or separately managed account that is advised, sub-advised or managed by Crabel.
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●
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“Commission” means the U.S. Securities and Exchange Commission.
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●
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“Control” means the power to exercise a controlling influence over the management or policies of a
company.
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●
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“Designated Broker” is any of the following firms: E*Trade; Fidelity: Interactive Brokers; Scottrade; or
TD Ameritrade.
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●
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“Federal Securities Laws” means the Advisers Act, the Investment Company Act of 1940, Title V of the
Gramm-Leach-Bliley Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, any rules adopted by the Commission under any of the statutes, and the Bank Secrecy Act as it applies to investment advisers and
any rules adopted by the Commission or Department of the Treasury.
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●
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“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the
issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
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●
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“Limited Offering” means any offering that is exempt from registration under the Securities Act of 1933
pursuant to Section 4(a)(2) or Section 4(a)(5) or Rules 504, 505 or 506. This includes private placements, interests in privately-held companies, and interests in hedge funds, private investment funds or other collective investment
vehicles.
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●
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“Non-Reportable Security” means:
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●
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direct obligations of the U.S. Government
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●
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banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements
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●
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shares issued by money market funds
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●
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shares issued by open-end funds, other than Reportable Funds
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●
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shares issued by unit investment trusts that are invested exclusively in one or more
open-end funds, other than Reportable Funds
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●
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interests in a Section 529 Plan
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●
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“Reportable Fund” means any registered investment company:
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Crabel Capital Management
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- 2 -
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Code of Ethics
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●
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for which Crabel serves as investment adviser or sub-adviser
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●
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whose investment adviser or principal underwriter controls, is controlled by, or is under common control with Crabel
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●
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“Reportable Security” means any Security other than a
Non-Reportable Security.
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●
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“Security” has the same meaning as it has in Section 202(a)(18) of the Advisers Act. For example,
Security includes: notes, stocks, bonds, debentures, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, investment contract, voting-trust certificate, certificate of
deposit for a security, rights, warrants, any put, call, straddle, option, or privilege on any security or on any group or index of securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating
to foreign currency.
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3.
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Culture of Compliance / Business Conduct Standard
|
Crabel’s primary objective is to provide quality investment management products and services to its Clients. In working toward this objective, the
Firm seeks to foster a reputation for integrity and professionalism. The Firm’s reputation is a vital business asset that all employees must strive to protect.
To achieve the Firm’s objectives and standards, you:
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●
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have a duty to place the interest of Clients first and not take advantage of your position at the expense of the Firm or
its Clients
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●
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must not omit to state a material fact (or fail to provide any information necessary to properly clarify any statements
made, in light of the circumstances), creating a materially misleading impression
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●
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must not mislead or defraud any Client by any statement, act or manipulative practice
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●
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must not share or disclose transactions or holdings entered into by the Firm except as permitted by the Firm or as
otherwise permitted or required by applicable regulations
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●
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must not induce or cause any Client to act, or refrain from acting, for your personal benefit
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●
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must notify the Chief Compliance Officer or Chief Operating Officer as soon as reasonably practicable if you are named as a
defendant in any investment-related proceeding or in any administrative or disciplinary action
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As an employee of Crabel, you are
required to comply with Federal Securities Laws (including Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act of 1940, as amended), the
fiduciary duties owed by Crabel to its Clients, and this Code of Ethics.
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Crabel Capital Management
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- 3 -
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Code of Ethics
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4.
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Protecting Confidential Information
|
During your employment with Crabel, you may receive or have access to confidential information regarding the Firm or its Clients, including:
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●
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the investment strategies, processes, analysis, and techniques related to the Firm’s trade activity
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●
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the identity of, and all information related to, Clients and investors in the pooled investment funds operated or managed
by Crabel
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You must not use any such confidential information for your own benefit or for the benefit of any third party, or
disclose such information to any third party except as permitted or required in performing your job duties on behalf of Crabel. This obligation of confidentiality is in addition to any other Firm policies relating to confidentiality and any
confidentiality agreement between you and Crabel.
Conflicts of interest can expose the Firm to regulatory and reputational risk. You have an obligation to consider whether your actions could give rise
to an actual or perceived conflict of interest. You are responsible for acting consistent with regulatory requirements and with the Firm’s policies to avoid or mitigate conflicts. You are also responsible for promptly notifying your supervisor,
a member of senior management or the Chief Compliance Officer if you believe any activity creates, or could create, an actual or perceived conflict of interest.
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Gifts and Entertainment: Gifts and entertainment in a business setting can build good will and sound working
relationships. However, issues may arise when a gift or entertainment in a business setting creates an actual or perceived conflict of interest.
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In general, gifts and entertainment should not:
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be so frequent or lavish in value as to appear improper or create an inappropriate expectation
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appear intended or designed to inappropriately influence the business relationship
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create the appearance that a business relationship is based on factors other than the Firm’s products and services
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Gifts: a gift is anything of value, including tangible items, such as tickets to an event, and intangible items, such as
discounts, services, or special privileges.
As a Crabel employee, you may give (or receive) appropriate, lawful business gifts provided such gifts
are nominal in value and are not given (or received) with the intent or prospect of influencing the recipient’s business judgment. The Firm considers nominal in value to be $100 per person, per year. Gifts of cash may never be
given or accepted.
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Crabel Capital Management
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Code of Ethics
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When deciding on the appropriateness of giving or receiving a business gift, consider the suitability of
the gift and how the gift might look to an outsider. All business gifts must withstand public scrutiny without damaging the Firm’s reputation. If you receive a gift that is inconsistent with this Code, the Firm’s Chief Compliance Officer
will provide instructions for the handling of such gift, for example donating it to charity or returning with an explanation of the Firm’s policy.
Entertainment: an activity with an existing or prospective business associate (including meals, sporting events, and other entertainment, as well
as trips to customer or vendor sites and other activities) for the purpose of cultivating or enhancing a business relationship may be engaged in only if the activity is a customary and lawful business practice, where no possible inference can be
drawn that participating in the activity could inappropriately influence you or the business associate.
General restrictions: giving gifts
to, or entertaining employees of, governmental or regulatory organizations, foreign officials, union officials or individuals related to ERISA plans may be restricted, prohibited or require certain disclosures. Before giving gifts to, or
entertaining, such individuals, you should discuss with the Firm’s Chief Compliance Officer. In addition, the Firm strictly prohibits accepting, offering, paying or authorizing (directly or through a third party) any bribe. Any gift or
entertainment that may be viewed as a form of bribery for existing or potential business is strictly prohibited. It is your responsibility to adhere to all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
Reporting: monthly, you are required to submit a Monthly Compliance Questionnaire through the Compliance Portal to report:
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all business gifts given or received that exceed $5 USD per month
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all business entertainment
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Exceptions to General Requirements: certain gifts are not subject to the Code’s dollar limitation or reporting requirements, including:
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personal gifts generally arising out of activities or relationships not involving the Firm or its Clients
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bereavement gifts that are customary and reasonable
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gifts for infrequent life events, such as a wedding or birth of a child
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food items received for special events, such as holiday gift baskets or popcorn tins
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logo or promotional items, such as pens, mouse pads, tote bags, or clothing
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Political Contributions: Rule 206(4)-5 of the Advisers Act, the “Pay-to-Play” rule, generally prohibits SEC-registered investment advisers from receiving compensation for providing
investment advice to a government entity within 2 years after a contribution by the adviser or one of its covered associates. The 2-year time out is triggered by a political contribution to an official of a
government entity.
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Crabel Capital Management
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Code of Ethics
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The Firm requires reporting of any political contribution when you submit your Monthly Compliance
Questionnaire.
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Outside Business Activities: you are expected to devote your time and ability to the Firm’s interest during
regular work hours. A conflict of interest may arise if you engage in an outside business activity that is inconsistent with the interests of the Firm or its Clients. As examples, outside business activities include:
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acting as a director of a publicly traded company, a privately-held company or a charitable organization
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being employed or acting as a consultant for another company
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receiving fees for work product, such as writing an article or book, or from giving a speech
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You must avoid any activity, situation or relationship that may interfere with, or appear to interfere with, your duties to the Firm. Accordingly, you
must provide written notice to the Firm’s Chief Operating Officer prior to engaging in any outside business activity. This requirement is not intended to apply to volunteer activities (other than activities related to securities) on behalf of
civic and religious institutions, clubs or similar activities undertaken without compensation.
Reporting: you must report the outside
business activity on the Monthly Compliance Questionnaire in the month when the activity commences.
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6.
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Personal Trading Procedures
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Your personal investing and trading must not interfere with your job duties to the Firm and must not create a legal, business or ethical conflict of
interest. When trading for your personal account, you must not:
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trade based on information relating to the Firm’s trade activity
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engage in personal trades that replicate a Firm trade
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engage in personal trades so frequently during working hours as to interfere with your job duties
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If you actively see RealTime or use a signal generator in the course of your job duties, you are prohibited from engaging in any personal trading
activity while you are in possession of information from such systems.
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Employee Investment Accounts: your investment accounts include any brokerage, bank or other account that allows you
to trade a Reportable Security. It includes: (a) your accounts; (b) accounts of your spouse or domestic partner; (c) accounts of your dependents or other persons residing in your household who you financially support;
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Crabel Capital Management
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- 6 -
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Code of Ethics
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and (d) accounts over which you have Beneficial Ownership. All such investment accounts are subject to reporting and oversight under this Code.
Effective June 1, 2018, subject to limited exceptions, you may only open a new investment account with a Designated Broker.
Exceptions to this requirement include:
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where the account only permits holdings of a Non-Reportable Security
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where the account is subject to a code of ethics or similar policy applicable to a member of your immediate family
requiring the account be held at an entity other than a Designated Broker
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if approved by Crabel’s Compliance Department
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Employee Investment Account Reporting: you must submit periodic reports about your investment accounts, including
all holdings and transactions, to the Firm’s Compliance Department. The Firm is sensitive to privacy concerns and will endeavor to maintain confidentiality of all such reports.
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When you join Crabel, you are required to report all of your existing investment accounts by submitting an Initial Holdings Report (as discussed below
and attached to this Code). During your employment with the Firm, you are required to promptly notify the Firm’s Compliance Department if you open a new investment account.
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Holdings Report: You are required to submit reports of your holdings in Reportable Securities to the Firm’s
Compliance Department.
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Required information: Each holdings report must contain the following information:
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The title, type, and exchange ticker symbol or CUSIP of the Reportable Security
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Number of equity shares or principal amount, as applicable, of each Reportable Security
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Name and address of the broker, dealer, bank or other institution that maintains an investment account
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The date you submit the report
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Initial Holdings Report: within 10 days after you join the Firm, you must submit an initial holdings report that is
dated not more than 45 days prior to your start date with the Firm
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Annual Holdings Report: at least once during each 12-month period after you
join the Firm, you must submit a holdings report that is dated not more than 45 days prior to the date you submit the report
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Crabel Capital Management
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- 7 -
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Code of Ethics
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Transaction Report: on a quarterly basis, you must submit a transaction report to the Firm’s Compliance
Department showing every transaction during the quarter involving a Reportable Security.
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Required information: Each transaction report must contain the following information:
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The date of the transaction
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The title and exchange ticker symbol or CUSIP of the Reportable Security
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The interest rate and maturity date, the number of shares, and the principal amount of the Reportable Security
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The nature of the transaction (i.e., purchase or sale)
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The name of the broker, dealer, bank or institution which the transaction was effected
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The date you submit the report
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Each transaction report must be submitted no later than 30 days after the end of each calendar quarter and include all
transactions during the quarter
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Exceptions from Reporting Requirements: a holdings or transaction report, as applicable, is not required under the
following circumstances:
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a transaction report with respect to transactions effected pursuant to an Automatic Investment Plan
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a transaction report where you have duplicate account statements and trade confirmations sent directly to the Firm’s
Compliance Department
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a transaction or holdings report with respect to any investment account for which you have no direct or indirect influence
or control
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a transaction or holdings report with respect to your investment in a Crabel Fund
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a transaction or holdings report with respect to your investment in a Crabel sponsored retirement plan
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Personal Trading Obligations: except as noted below under Exceptions to Trade Approvals, any trade of a
Reportable Security (including Initial Public Offerings and Limited Offerings) requires approval prior to executing the trade. You must submit a request for pre-approval through the Compliance
Portal on the Firm’s intranet. If you have Power of Attorney or discretionary trading authorization over the account of another employee, you must submit a request for approval and indicate “on behalf of” whom the trade is being
placed.
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Approval for a transaction of a futures contract, currency or forward metal is only valid for one hour from the
time issued by the system. Approval for transactions in any other Reportable Security is valid for one business day. If you are unable to execute the trade
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Crabel Capital Management
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- 8 -
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Code of Ethics
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in the applicable time frame, you must submit a new request for pre-approval through the Compliance Portal.
The Compliance Portal system will generally deny a trade request:
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if the market is closed
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if the Firm’s trading volume is not zero and the market volume for the Reportable Security is not available
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if the Firm’s market participation in more than 1% [(Firm volume * 100)/market volume]
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Exceptions to Trade Approvals: you are not required to obtain prior approval through the Firm’s Compliance Portal to execute any of the
following personal trades:
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trades in your investment account for which you have no direct or indirect influence or control
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trades in your investment account effected pursuant to an Automatic Investment Plan
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acquisitions or dispositions of a Reportable Security resulting from a stock dividend, stock split, reverse stock split,
merger, consolidation, spin-off, or other similar corporate distribution applicable to all holders of the particular class of the Reportable Security
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trades in a derivative instrument (e.g., options contract or single stock futures) on a Reportable Security if you
receive prior approval to trade the Reportable Security and trading of any such derivative instrument is executed during the applicable pre-approval timeframe for the Reportable Security
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trades in your Crabel Fund account
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trades in your Crabel sponsored retirement plan account
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The Compliance Department reviews holdings and transaction reports to ensure consistency with pre-approvals
issued by the system and other requirements of the Code. The Firm may request additional information or more frequent reporting as necessary to ensure compliance with your personal trading obligations.
A copy of the Code is provided to each Firm employee prior to, or at the time of, the individual’s first day of employment. It is your duty to read
and understand your obligations under the Code. Any questions or concerns should be discussed with the Firm’s Chief Compliance Officer. You will be required to sign and return the attached Code of Ethics Certification within 10 days of
your start date. Any amendments to the Code will be made available to all employees. On an annual basis, and with any amendment to the Code, you will be required to certify that you have received, read, understand and complied with all requirements
of this Code.
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Crabel Capital Management
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- 9 -
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Code of Ethics
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Proper maintenance and retention of the Firm’s records is of utmost importance. All records related to this Code will be maintained pursuant to
applicable regulations.
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9.
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Reporting Misconduct / Whistleblower Protection
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If you believe there has been a violation of this Code, of another Firm policy or of Federal Securities Laws, you should promptly notify the Firm’s
Chief Compliance Officer or Chief Operating Officer. Alternatively, you can report anonymously to Crabel’s Human Resources department. Retaliation (or the threat of retaliation) against you for reporting a suspected violation constitutes a
violation of Firm policies. This provision and the Code in general, as well as any other confidentiality obligation that you are subject to as an employee of Crabel, are not intended to prohibit or otherwise restrict you from voluntarily
communicating with any federal or state regulator or with other governmental agency regarding possible violations of law or from recovering any whistleblower award.
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Crabel Capital Management
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- 10 -
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Code of Ethics
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Crabel Capital Management LLC
Code of Ethics
INITIAL HOLDINGS REPORT -
PERSONAL TRADING DISCLOSURE
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I do not currently engage in personal trading and if I wish to do so, will notify the Compliance Department prior to
engaging in such trading.
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I currently have personal trading accounts that are managed by a third party who is not an employee of Crabel, and I have
no influence or control over the trading decisions made by such third party.
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I currently engage in personal trading.
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For all personal trading accounts, I will request duplicate statements be sent to Crabel’s Compliance Department by providing my signature on a request letter
prepared by the Compliance Department. In the event any of these accounts are closed or a new account is opened, I will promptly notify Compliance.
The accounts in
which I engage in personal trading are as follows:
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Firm
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Mailing Address to
Send Request
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Account Number
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Crabel Capital Management
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- 11 -
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Code of Ethics
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Crabel Capital Management LLC
Code of Ethics
Certification
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I certify to Crabel Capital Management LLC (“Crabel” or the “Firm”) that:
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I have received and reviewed the Firm’s Code of Ethics (“Code”), and any amendments to the Code
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To the extent I had questions regarding the Code, I received satisfactory answers to my questions from appropriate Firm
personnel
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I fully understand the policies and procedures contained in the Code
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I understand that I am subject to the Code while employed by Crabel
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I will comply with the Code at all times during my employment with Crabel
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I understand that any failure on my part to comply with the Code may result in my being subject to disciplinary action by
the Firm, including termination
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Print Name
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Signature
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Date
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Crabel Capital Management
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- 12 -
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Code of Ethics
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