AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 (the “Amendment”), made and entered into as of August 18, 2016, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and AQR Capital Management, LLC, a Delaware limited liability company (“Subadviser”), dated March 7, 2012 (the “Agreement”).
WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Active Portfolios® Multi-Manager Directional Alternatives Fund, and Subadviser is willing to render such investment advisory services; and
WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective October 3, 2016, Active Portfolios® Multi-Manager Directional Alternatives Fund as a “Fund” covered by the Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
| 1. | Inclusion of additional Fund. All references to the “Fund” in the Agreement shall be, and hereby are, changed to the “Fund(s),” and shall mean those “Fund(s)” identified on the amended Schedule A attached to this Amendment. |
Schedule A. Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.
| 2. | Portfolio Management. Section 1(a)(iii)(D) of the Agreement shall be, and hereby is, deleted and replaced with the following: |
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 agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable, it being understood that legal counsel for the Investment Manager will review ISDA Master Agreements, Futures Commission Merchant (“FCM”) agreements, FCM agreements for cleared swaps and equity prime brokerage agreements (if applicable) and any similar
agreements prior to Subadviser’s execution thereof) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.
| 3. | Portfolio Management. Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph (vi): |
| (vi) | 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. |
| 4. | Duration. Section 9(a) shall be, and hereby is, deleted and replaced with the following: |
“Unless sooner terminated as provided herein, this Agreement, with respect to each Fund identified on Schedule A (as amended from time to time), shall continue from the date identified on such Schedule A only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated with respect to a Fund, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund.
| 5. | The following shall be, and is hereby added as Section 23 to the Agreement: |
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.
| 6. | Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following: |
Subadviser:
AQR Capital Management, LLC
Two Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx, General Counsel
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx XxxXxxx, Senior Counsel & Head of Registered Products
AQR Capital Management, LLC
Two Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Ph. (000) 000-0000
Fax (000) 000-0000
Investment Manager:
Xxxx Xxxxxxxx
Vice President, Subadvised Strategies
Columbia Threadneedle Investments
000 0xx Xxx. X, Xxxxxxx: X00 000
Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxxxxx X. Xxxxxxxx
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
| 7. | Schedule A. Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto. |
| 8. | Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Amendment may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement. As modified herein, the Agreement is confirmed and remains in full force and effect. |
| 9. | Duration and Termination. Section 9(c) to the Agreement shall be, and hereby is, deleted and replaced with the following: |
In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 23 shall survive such termination of the Agreement.
| 10. | The following shall be, and hereby is, added as Section 24 to the Agreement: |
Other Regulatory Matters.
| (1) | Investment Manager acknowledges that Subadviser intends to treat each Fund as an “exempt account” under Commodity Futures Trading Commission (“CFTC”) Regulation 4.7(c) under the Commodity Exchange Act (“CEA”) and needs to verify certain information in order for Subadviser to claim relief from the disclosure and certain recordkeeping provisions of the CEA. Accordingly, Investment Manager hereby represents that each Fund is a “qualified eligible person” under CFTC Regulation 4.7 (“Qualified Eligible Person”). Investment Manager agrees to furnish Subadviser with such financial information as it may request to confirm each Fund’s status (or continuing status) as a qualified eligible person and to inform Subadviser promptly if a Fund loses its status as a Qualified Eligible Person. |
| (2) | Investment Manager hereby consents to each Fund being treated as an “exempt account” within the meaning of CFTC Regulation 4.7(c). |
| (3) | Investment Manager and Subadviser each hereby represents that it is: |
(a) registered as required with the CFTC as a commodity pool operator, commodity trading advisor, futures commission merchant, introducing broker, retail foreign exchange dealer, swap dealer and/or major swap participant (and is a member of NFA),
(b) is excluded or exempt from such registration requirements and has made all required filings relating thereto, or
(c) is not required to be registered in any capacity with the CFTC or to be a member of NFA because it does not engage in any activity that comes within the definition of any of the registration categories in clause (a) of this Section 24.
(4) Investment Manager hereby represents that it will provide Subadviser reasonable advance notification (in no event less than 30 days) of any decision to
(a) alter its operation of any Fund for which the Investment Manager has claimed an exclusion or exemption from registration as a commodity pool operator on behalf of a Fund, to then register and operate as a commodity pool operator on behalf of the Fund, or
(b) if the Investment Manager is registered as a commodity pool operator on behalf of the Fund, operate such Fund under an exclusion or exemption from registration with the CFTC.
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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.
| Columbia Management Investment Advisers, LLC | AQR Capital Management, LLC | |||||||
| By: | /s/ Xxxxxxx X. Xxxxxx |
By: | /s/ Xxxxxx XxxXxxx | |||||
| Signature | Signature | |||||||
| Name: | Xxxxxxx X. Xxxxxx |
Name: | Xxxxxx XxxXxxx | |||||
| Printed | Printed | |||||||
| Title: | Managing Director, Global Head of Investment Solutions and Head of Global Asset Allocation |
Title: | Senior Counsel & Head of Registered Products AQR Capital Management, LLC | |||||
AMENDMENT NO. 1
SCHEDULE A
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