This disclosure document describes investment advisory services offered by Threadneedle International Limited (“TINTL”). TINTL is a wholly owned subsidiary of Threadneedle Asset Management Holdings Sàrl (“TAMHS”). TAMHS is in turn a wholly-owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial”). TINTL and the other companies owned by TAMHS together form the Threadneedle Investments group. All investment management within Threadneedle Investments is performed by either TINTL or Threadneedle Asset Management Limited (“TAML”). The investment management capabilities of TINTL and TAML (“Threadneedle Investments” or “Threadneedle”) are integrated and they share the same staff, systems, infrastructure and controls.

Information about the Threadneedle Group of Companies. The Threadneedle group of companies provides a full range of investment products in equities, fixed income, real estate, infrastructure and alternative investments. Distribution is to a well-diversified base of retail and institutional investors in over 80 countries and across four continents. TINTL is the only company within the Threadneedle group of companies that is regulated in the U.S. We have provided this information to put the U.S. related activities of TINTL in the context of the wider activities of the Threadneedle group. The Threadneedle group of companies has approximately 815 employees (as at 31 December 2019), with 153 investment professionals.

The Threadneedle group of companies was founded in 1994 and has retained strong links with its former parent company Zurich Financial Services Group, managing a significant number of portfolios on Zurich’s behalf.

In 2003, Threadneedle Investments became the international asset management arm of American Express Company, which then, in 2005, spun off its asset and wealth management business into Ameriprise Financial, a new U.S. publicly listed company. Threadneedle Investments now benefits from the strength of being part of a wide asset management group and now markets its services to prospective clients under Columbia Threadneedle Investments.

In 2015, Threadneedle Investments along with our U.S. based affiliate, Columbia Management Investment Advisers, LLC, (“CMIA” or “Columbia”) launched a new global brand called Columbia Threadneedle Investments. The new brand combines the capabilities, reach and resources of Threadneedle and Columbia, offering clients access to the best of both firms through one single brand.

Threadneedle Investments has developed a global product range that uses a wide range of product strategies (UK OEICS, Luxembourg SICAVs, UK Life structures and segregated accounts).

Where the terms ‘Threadneedle Investments’ and ‘Columbia Threadneedle Investments’ are used in this document, the intention is to refer either to TINTL and TAML specifically, or the wider Columbia Threadneedle Group (including Columbia Management Investment Advisers LLC).

Information about TINTL TINTL was incorporated in the United Kingdom in August 1988 and has been a part of the Threadneedle Investments group since November 1999. Threadneedle Investments acquired TINTL (then called Kemper Investment Management Company Ltd) as a consequence of the creation of Scudder Kemper Investments, Inc. within the Zurich Group, In addition to being an SEC-registered investment adviser, TINTL is authorised and regulated by the Financial Conduct Authority (FCA) in the UK for the provision of investment management activities, and as such all investment management services, including those provided to U.S. clients, must also comply with the FCA rules. TINTL is registered as a Commodity Trading Advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (“CFTC”) and it also utilises an instrument of relief for provision of certain financial services to wholesale clients in Australia with the Australian Securities and Investments Commission (“ASIC”). General Services of Threadneedle Investments Threadneedle Investments, headquartered in London, has evolved from an in-house investment manager for an insurance parent to a provider of global investment products to both retail and institutional clients. Growth has been achieved through diversification of products and investment in distribution capability. Threadneedle Investments’ product range initially concentrated on the equities market. However, this has expanded to cover all global equity markets, a comprehensive range of fixed income products, including commodities, cash, real estate and an infrastructure offering.

Threadneedle Investments has steadily established a global presence by expanding its distribution network to encompass Europe, North America, Latin America, Asia, Australia and the Middle East. Threadneedle Investments has a presence in 18 countries.

Threadneedle Investments’ operating platform underpins a range of products and distribution channels. A significant portion of the operational infrastructure is outsourced and is overseen by a dedicated team based in Threadneedle Investments’ UK and Luxembourg offices.

Under Threadneedle Investments’ risk management framework, risk control is embedded into the investment process, and overseen by an independent Risk department. Threadneedle Investments also has separate Internal Audit and Legal & Compliance functions that oversee all aspects of its activities.

Securities Investment Management Threadneedle Investments portfolio investment management process is supported by a single shared investment platform, a teamwork based approach which considers the macroeconomic environment, together with incorporating thematic research and cross border ideas. Formal meetings bring together investment professionals from across assets classes to share the best ideas and knowledge.

Equities are the largest single asset class for Threadneedle Investments with total equity assets under management of $83.6bn as of 31 December 2019. The global offering includes UK, European, U.S., Global, Asia, Japanese and Emerging Market Equities.

Threadneedle Investments’ fixed income expertise is provided across the credit spectrum with emerging markets, high yield, governments, investment grade, money markets, commodities and as set backed securities forming the pillars of the fixed income business. Total fixed income assets under management as of 31 December 2019 were $70.3bn.

Threadneedle Investments’ managed funds form a major component of the securities investment management business based around the asset allocation process, the managed funds utilise market specific expertise in equities, fixed income and property. Advisory Services offered by TINTL TINTL provides discretionary and non-discretionary investment management services (including continuous advice to clients on the investment of portfolios, trading, cash management and record keeping) to U.S. and non-U.S. registered investment companies and other U.S. (including state or municipal government entities) and non-U.S. institutional client accounts. In addition to the arrangements described in “Global Asset Management”, below, our U.S. clients currently receive discretionary investment advisory services from TINTL through sub-advisory agreements with CMIA. These sub-advisory services include TINTL acting as sub-adviser for certain mutual funds managed by CMIA. U.S. clients are also able to receive investment advisory services from TINTL directly rather than pursuant to this sub-advisory arrangement. The discretionary advisory services we offer are available to prospective advisory clients. These clients can negotiate an investment management agreement with us, which incorporates investment restrictions and guidelines developed in consultation with clients. These restrictions and guidelines customarily impose limitations on the types of securities that may be purchased and also generally limit the percentage of account assets that may be invested in certain types of securities. Clients may also choose to restrict investment in specific securities or groups of securities for social, environmental or other reasons. As of December 31, 2019, the amount of client assets managed (reported as Regulatory Assets Under Management) on a discretionary basis was $1.61 billion.

TINTL participates in wrap fee programs commonly referred to as “Model Delivery Programs” in which we provide investment advice to the program sponsor and/or another investment adviser, commonly referred to as an “overlay manager,” who exercises discretion over their client accounts in the program.

Global Asset Management As we seek to enhance our investment capabilities and the support services provided to our clients, we may utilise services from, and provide services to some of our affiliates.

For example, we may engage certain of our investment advisory affiliates (“Advisory Affiliates”) in other countries around the world to provide a variety of services. In addition, we may provide Advisory Affiliates (jointly or in coordination with us) services relating to client relations, investment monitoring, account administration, investment research and discretionary investment management (including portfolio management, trading and risk management) to certain of our clients and accounts managed by those Advisory Affiliates, including certain Funds and separately managed accounts. In addition, our Advisory Affiliates provide similar services to us for accounts we manage. In some circumstances, an Advisory Affiliate may delegate responsibility for providing those services to another Advisory Affiliate. Under personnel-sharing and other arrangements, our personnel may act on behalf of one of our Advisory Affiliates for the purpose of providing some of those services for clients of that Advisory Affiliate, such as funds and/or separately managed accounts, and some of our Advisory Affiliates’ personnel may act on behalf of our clients, including funds and separately managed accounts. Certain of our employees and officers are also officers of certain Advisory Affiliates, and employees and officers of our Advisory Affiliates are also officers of Threadneedle International Limited. To the extent that we engage one or more of our Advisory Affiliates to provide services, we remain responsible for and oversee the services provided by such Advisory Affiliates(s) to or on behalf of our clients.

We believe that harnessing the collective expertise of our firm and our Advisory Affiliates will benefit our clients. In this regard, we have certain portfolio management, trading, distribution and client servicing teams at both our firm and certain of our Advisory Affiliates (through sub-advisory, delegation or other intercompany arrangements) operating jointly to provide a better client experience. These joint teams use expanded and share capabilities, including the sharing or research and other information by investment personnel (e.g. portfolio managers, analysts and traders) across our firm and at our Advisory Affiliates relating to economic perspectives, market analysis and equity and fixed income analysis. The joint teams also have expanded capabilities to provide services in various local or regional markets. To facilitate the collaborative approach noted above, we have entered into sub-advisory agreements and “participating affiliate” arrangements with Columbia Management Investment Advisers, LLC (“CMIA”), which is a SEC-registered investment adviser, a CFTC-registered Commodity Pool Operator, a CTA and a wholly-owned investment advisory subsidiary of Ameriprise Financial, Inc. Under the participating affiliate relationships, certain employees of TINTL serve as “associated persons” of CMIA in respect of the provision of certain of these services on behalf of CMIA and, in this capacity, are subject to CMIA’s oversight and supervision. In addition, our clients may receive certain investment-related support services from our Advisory Affiliates, either directly or through a local branch office of CMIA. These affiliates may also provide certain similar services to other affiliate clients in addition to TINTL’s. Such support services include, but are not limited to, traditional “middle office” and utility functions, such as trade processing, valuation, proxy voting administration, and client reporting. We have also entered into intercompany agreements with certain affiliates to provide general corporate services and personnel support to the local CMIA branch office. Potential Conflicts of Interest Except in circumstances where an Advisory Affiliate is performing investment management, trading services, back or middle office services, or legal or compliance support for our accounts or we are providing similar services or support for an Advisory Affiliate’s accounts. We do not otherwise share trade information with our Advisory Affiliates. Similarly, we do not coordinate or allocate trading activities with the accounts of an Advisory Affiliate unless such affiliate is providing trading services for our accounts or we are providing trading services for the Advisory Affiliate’s accounts. As a result, it is possible that we and our Advisory Affiliates may trade in the same instruments at the same time, in the same or opposite direction or in different sequence. Additionally, in circumstances where trading services are being provided on a coordinated basis for our accounts and the accounts of one or more Advisory Affiliates in accordance with applicable law, it is possible that the allocation opportunities available to our accounts may be decreased, especially for less actively traded securities, or orders may take longer to execute. As further detailed below under “Methods of Analysis, Investment Strategies and Risk of Loss”, we maintain an internal centralised research function for both equity and fixed-income strategies. Some of the investment research we generate is shared with certain of our Advisory Affiliates at the same time that research is distributed internally. In connection with the sharing of relevant investment research among our Advisory Affiliates, and in providing the services described above under, “Global Asset Management”, investment personnel have access to nonpublic holdings information of our and our Advisory Affiliates’ clients. We have adopted policies and compliance controls that seek to ensure that our clients are treated fairly and equitably with respect to trading and sharing of information among Advisory Affiliates. More information about how we identify, mitigate and manage conflicts of interest can be found throughout this Brochure. please register to get more info

How we are Compensated, and our Fee Schedules Fees for private separately managed accounts are generally based on an annual percentage of the value of assets under management as determined by TINTL or an affiliated adviser in good faith.

For U.S. clients sub-advised by TINTL, fees paid by clients are generally set and calculated by CMIA with TINTL receiving a proportion of the fees charged.

In general, TINTL reserves the right, in its sole discretion, to negotiate and to charge different fees for different accounts based on the client’s specific needs, goals, risk tolerance and other factors related to the client’s particular circumstances as well as the resources committed to the account and TINTL’s capacity to accept further accounts of a similar type. All of these factors, including the totality of TINTL’s relationship with a client and/or its affiliate(s), may also be taken into consideration in determining whether a client is similarly situated to another client for most-favoured-nations purposes.

Fees paid by any U.S. registered investment companies for which TINTL may serve as an investment sub-adviser are negotiated on a case-by-case basis with the adviser and are set forth in the funds’ prospectuses. Fees paid by any Private Funds or collective funds for which TINTL may provide services are negotiated on a case-by-case basis with the adviser or the fund and are set forth in the relevant product’s offering materials.

TINTL may also receive performance-based fees from certain clients subject to applicable rules and regulations. Where TINTL’s clients pay for services by means of performance-based compensation, there may be an incentive for TINTL to make investments that are riskier or more speculative than would be the case, in the absence of performance-based compensation. In addition, the performance on which performance-based compensation is calculated will include unrealized appreciation and depreciation of investments that may not ultimately be realized.

The representative fee schedules used for separately managed account strategies with institutional clients are provided below. In addition to the fee schedules listed below, there are historical fee schedules in effect that may differ from those applicable to new clients.
Threadneedle Investments Strategies Fee Schedules
Columbia Threadneedle EAFE Columbia Threadneedle Global Equity Income Columbia Japan Equity Columbia Threadneedle Global Focused Equity 0.70% on the first $25 million 0.60% on the next $25 million 0.50% on the next $50 million Negotiable over $100 million

Columbia Threadneedle Global Emerging Markets 0.90% on the first $25 million 0.70% on the next $50 million 0.60% on the next $75 million Negotiable over $150 million Threadneedle Fixed Income Government strategies 0.30% on the first $25 million 0.20% on the next $50 million 0.15% on the next $75 million Negotiable over $150 million Model Delivery Program Fees We participate in a “Model Delivery Program” in which we provide investment advice to the program sponsor, commonly referred to as an “overlay manager,” who exercises discretion over client accounts in the program. In these programs, advice is provided through periodically updated model portfolios given to the overlay manager who then exercises discretion in deciding whether and how to implement that advice in a client account that is made up of other model portfolios and/or securities products. In these arrangements, we do not have discretion to carry out the advice contained in the model portfolios nor manage these portfolios. We also do not have an adviser-client relationship with clients participating in these model delivery programs, nor do we have access to the identity of clients or the composition of a client’s account.

How fees are recovered TINTL bills the client separately for its fees and does not receive fees directly from client accounts pursuant to automatic deduction arrangements.

Under most contractual arrangements, either TINTL or the client may terminate an investment advisory contract upon written notice to the other party (of a specified period) and fees are pro-rated upon termination. Since fees are generally payable in arrears, they are not refundable.

Any other fees or expenses Were TINTL to use pooled investment vehicles managed by it or one of its Advisory Affiliates in the portfolios of its clients, it is our usual practice to avoid double charging by not charging a separately managed account level advisory fee on any assets invested in such pooled investment vehicle, however clients may request alternative models. TINTL does not offer custody services.

Fee payments in advance Fees are generally payable either monthly or quarterly, in arrears and based on the period average, or period end value of assets under management, as agreed with the client. It is not usually our practice to charge fees in advance.

Remuneration for sale of securities TINTL or its associates are not remunerated for the sale of securities. Clients’ portfolios will incur transaction charges from brokers on the purchase and sale of investments. Any external research costs that TINTL incurs on behalf of its clients are paid for by Threadneedle Investments.

Threadneedle Investments – Remuneration Direct compensation is typically comprised of a base salary, a fixed role-based allowance paid monthly alongside salary and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and fund-linked deferred
Threadneedle Investments Strategies Fee Schedules
Threadneedle Fixed Income Investment Grade Credit strategies 0.35% on the first $25 million 0.30% on the next $25 million 0.25% on the next $50 million Negotiable over $100 million

Threadneedle Emerging Market Macro/Fixed Income strategies Threadneedle High Yield Bond strategies 0.50% on the first $50 million 0.40% on the next $50 million Negotiable over $100 million Threadneedle Investments Commodities strategies 0.75% on the first $100 million 0.65% on the next $100 million Negotiable over $200 million compensation compliant with European regulatory requirements in its structure and delivery vehicles. Equity incentive awards are made in the form of Ameriprise Financial restricted stock, or for senior employees outside our fund management teams both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Threadneedle funds, in most cases including the funds the portfolio manager manages. Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments.

Annual incentive awards and pool funding are variable and are designed to reward: ▪ Investment performance, both at the individual and team levels ▪ Client requirements, in particular the alignment with clients through a mandatory deferral into the company’s own products, compliant with local regulation in particular the UCITS V requirements ▪ Team cooperation and values Individual awards are subject to a comprehensive risk adjustment review process to ensure proper reflection in remuneration of adherence to Threadneedle’s controls and Code of Conduct. Scorecards are used to measure performance of Threadneedle funds and other accounts managed by the employee. Performance is measured versus peer or benchmark performance as appropriate, in addition to performance compared to unaffiliated passively managed ETFs, taking into consideration the management fees of comparable passively managed ETFs, when available and as determined by the Investment Manager. Performance is measured using 1-year, 3-year, and 5-year performance, weighted 10% on the 1-year, 60% on the 3-year, and 30% on the 5-year. Consideration may also be given to performance in managing client assets in sectors and industries assigned to the employee as part of his/her investment team responsibilities, where applicable. Incentive compensation for senior investment professionals is subject to a minimum 40% deferral as required by local regulation, rising to 60% for higher awards. Half of that deferred portion is delivered in units linked to the performance of Threadneedle funds and remainder through Ameriprise Financial equity plans. The equity portion of those deferred incentive awards is designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help retain employees. The fund-linked deferred compensation awards are designed to align participants’ interests with the investors in the funds and other accounts they manage, and to incentivize collaboration and idea-sharing across teams and products. The value of the deferral account is based on the performance of those funds. Employees have the option of selecting from various internal funds for their fund deferral account; a portion of this deferral is subject to mandatory allocation to Threadneedle’s multi-asset funds to drive cross-business idea sharing and alignment. Fund-linked deferrals vest over multiple years, so they help to retain employees and to align their longer-term interests with those of the investor in line with local regulatory best practice. Exceptions to this general approach to bonuses exist for certain teams and individuals. Funding for the bonus pool is determined by management and overseen by the EMEA Remuneration Committee, and depends on, among other factors, the levels of compensation generally in the investment management industry taking into account investment performance (based on market compensation data) and both Ameriprise Financial and the asset management business profitability for the year, which is largely determined by assets under management. For all employees the benefit programs generally are the same, and are competitive within the Financial Services Industry. Employees participate in a wide variety of plans, including options in Medical, Health Care, Life Insurance, Long Term Disability Insurance, and retirement savings plans. please register to get more info

Performance-Based Fees Qualified clients may negotiate performance-based fees in compliance with Advisers Act requirements with respect to accounts managed by us. For example, we may receive a performance-based fee of up to 20.0% of the net realized and unrealized appreciation based on a highwater mark/hurdle rate or benchmark index performance. The performance on which performance-based compensation is calculated will typically include unrealized appreciation and depreciation of investments that may not ultimately be realized.

U.S. Clients’ portfolios may also be managed side by side with U.S. or non-U.S. clients’ portfolios (managed by either TAML or TINTL) that are subject to performance fees.

We believe that performance-based fee arrangements align our interests with the interests of our clients who are subject to those fees. We recognize the structure of these arrangements can create an incentive to favour these accounts in allocating investment opportunities or to make investments that are more speculative than would be the case in the absence of performance-based compensation. We have adopted policies and procedures that seek to mitigate certain conflicts presented by our performance- based fee arrangements.

Management of Multiple Accounts - Holdings Based Side by Side Management TINTL and TAML share all portfolio and trading personnel as well as portfolio research and analysis. As such, both TINTL and TAML have adopted special restrictions to prevent conflicts of interest between the management of U.S. accounts and collective investment schemes managed by such personnel. Threadneedle Investments’ “Side-by-side Management Program” allows a manager of a U.S. Mutual Fund to also manage “long/short funds” (for example 130/30 funds), but restricts contrary holdings positions in the portfolios they manage.

For the purpose of this program a contrary position is the selling of a security short or shorting a security using a synthetic or derivative instrument, if the portfolio manager (as either lead or deputy) holds a long position in the same security in another portfolio.

Contrary holdings positions should only be opened or maintained if the short is (i) of a holding size in the long only portfolio, relative to Net Asset Value that is underweight when compared to that of its appropriate index; or (ii) where the short security is held (shorted) within a short “ broad” based index (broad being defined as 30 or more constituents); (iii) undertaken as part of a “pairs trade” strategy, such that the short stock is considered negative on a relative basis when compared (or “paired”) against another security (for example, two stocks within one industry sector, with one being shorted whilst the other is held long and typically to equivalent position sizes); (iv) if the differing objectives of portfolios leads to different time horizons and/or risk management requirement s. There is also an exception provided for a “box trade” (i.e., the same account holds the same security long and short resulting in a flat position based on the view that the position may be a good short in the future and that it will be difficult to borrow in the future because of demand). Nothing in the procedures described above prevents a portfolio management team from selling a covered call option or buying a put for a portfolio to reduce a long exposure to the underlying security in that same portfolio. From time to time, employees and principals of TINTL or any related person(s) may have interests in securities owned by TINTL clients. As these situations may represent a potential conflict of interest, TINTL and TAML have adopted common procedures relating to personal securities transactions and insider trading, that are designed to prevent actual conflicts of interest. Management of Multiple Accounts – Trade-Based Conflicts of Interest We and our affiliates may trade in the same securities. Certain securities may be subject to ownership limitations due to regulatory limits imposed by various jurisdictions for certain industries or by issuers through mechanisms such as poison pills. For example, many countries limit the amount of outstanding shares that an organization, including any of its affiliates also holding shares, may hold in an insurance holding company with a locally-domiciled insurance company. In addition, our client holdings may be limited in certain investments because Ameriprise Financial is a financial holding company and accordingly is subject to certain bank regulatory requirements which may in some cases apply to the investments for the Funds and accounts we and our Advisory Affiliates manage. Some of these limitations may require us to aggregate our clients’ holdings with those of our affiliates’ clients in the same security for purchases of determining compliance with those thresholds. In this circumstance, we may be limited or prevented from purchasing additional shares of an issuer for our client accounts that we would otherwise prefer to purchase if that purchase would put us over the regulatory limit when combined with our affiliates’ holdings even if our holdings alone would not be in excess of limit. We have policies and procedures in place to monitor and interpret these ownership limits. However, it is possible that we and our affiliates may inadvertently breach these limits, and we (and therefore our clients) may be required to sell securities of an issuer that we may otherwise prefer to continue to hold in order to be in compliance with such limits. In addition, it is possible that aggregate ownership limitations could cause performance dispersion among accounts with similar investment objectives and strategies and portfolio management teams. For example, if further purchases in an issuer are restricted due to ownership limits, a portfolio manager would not be able to invest a new account in securities of that issuer that may be held by funds and accounts managed with similar investment objectives and strategies.

We may also choose to limit purchases in an issuer to a certain threshold for risk management purposes. If the holdings of our affiliates are included in that limitation, it is possible that we may be limited in our ability to purchase securities we would otherwise prefer to purchase in order to maintain such limits. We have procedures in place designed to monitor the potential conflicts arising from such limitations.

Certain affiliated investment advisers manage long/short funds which may accumulate a short position in the equity of a specific issuer (including entering into derivatives that reference the equity of an issuer), and following the accumulation of the position, such affiliated investment advisers may publish research or make a public announcement of its research findings, which could be perceived by investors as reasons to reevaluate the target issuer, possibly in ways that result in a generally negative change in sentiment toward the issuer. These public announcements may disclose findings of, among other things, questionable accounting or suspect business practices. Subject to regulatory limitations, the affiliated investment advisers managing such long/short funds anticipate sharing such research or research findings with Advisory Affiliates that own the equity of the target issuer prior to publication absent regulatory limitations. The accounts managed by the investment team publishing the research report or making a public announcement as well as accounts managed by Advisory Affiliates may have (i) a long, neutral or short position in such target issuer’s stock or other securities and instruments; in addition, Advisory Affiliates may have different opinions concerning such target issuer than those expressed in the published research or research findings. Furthermore, accounts managed by the investment team publishing the research report or making a public announcement as well as accounts managed by Advisory Affiliates may trade in the same securities or instruments of the target issuer at the same time, in the same or opposite direction or in a different sequence as the long/short funds that hold a short position in the issuer that is the subject of the published research report or public announcement. To the extent that client accounts begin to sell any long positions or establish short positions in the subject issuer, the long/short funds may benefit from that activity. The market price of the securities issued by the target issuer may, or may not, be materially impacted as a consequence of the publication of such research or public announcement by the affiliated investment adviser. please register to get more info

We provide investment advisory services to the types of clients listed below:
• pension, profit sharing and employee savings funds;
• foundations and endowments;
• corporate clients, including tax-exempt and not-for-profit organizations;
• state, municipal or other governmental entities;
• open-end investment companies registered with the U.S. Securities and Exchange Commission branded as “Columbia Funds” (the “Mutual Funds”);
• Mutual Funds that are used as funding vehicles by separately managed accounts for variable annuity contracts and/or variable life insurance policies issued by our insurance company affiliates and third party, unaffiliated insurance companies;
• certain collective funds maintained by our affiliate Ameriprise Trust Company (“ATC”);
• other collective funds and certain common trust funds;
• various private, pooled investment vehicles (“Private Funds”) organized as limited partnerships, limited liability corporations, non-U.S. entities or other legal forms;
• sponsors of Model Delivery programs and other investment advisers participating in such programs; and
• Ameriprise Financial and its affiliates. Conditions for Managing Accounts To receive discretionary investment advisory services Columbia Threadneedle Investments generally require institutional clients to have a minimum account size of $25,000,000 for equity investment mandates and $50,000,000 for fixed income investment mandates. TINTL reserves the right to decline any account. TINTL also reserves the right to resign as investment adviser to any account, in accordance with the terms of the client contract, after initiation of the investment advisory relationship. The assets of all accounts managed by TINTL must be deposited with a custodian or broker dealer acceptable to TINTL. please register to get more info

Investing in securities involves risk of loss that clients should be prepared to bear. Methods of Analysis The methods of analysis that we employ for Mutual Fund clients are described in the applicable fund prospectus. Methods of analysis that we employ for Private Funds, collective investment funds and alternative investment clients are described in offering materials relating to the product.

The methods of analysis that we employ for institutional clients is consistent with the aforementioned in that they are based on the same core investment philosophy. This is described in more detail below.

TINTL provides advice on global, international, regional and emerging market portfolios. Depending on the investment strategy selected, TINTL may on behalf of its clients, invest in exchange-listed and over- the-counter (“OTC”) instruments (including equities, warrants, options, futures and swaps); debt securities, including corporate, municipal, government and government agency issues; mortgage- and asset-backed securities; rights; convertible debt and equity securities; repurchase and reverse repurchase agreements; mutual fund shares; loans; foreign currencies (on both spot and forward exchange markets); non-deliverable forward currency transactions (“NDF”) along with providing advice on the retention or deposit of foreign currency balances pending investment or reinvestment. TINTL may also provide advice regarding privately placed or foreign (non-U.S.) investment vehicles.

Different investment types expose TINTL’s clients to different types of risks, and some of these risks may be significant. For example, even with effective due diligence and exposure monitoring controls in place, investors in derivatives and structured investment products can face potentially significant unsecured exposure. These exposures can occur when disorderly market conditions create uncertainty regarding both collateral values and contractual exposures. There is also an interconnection between certain types of risks, and these interconnections can become magnified when multiple factors move against an investment at once, resulting in large and more problematic risk exposure than originally envisioned. TINTL does its best to mitigate these risks, but certain developments are unforeseen and investors can lose money.

Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. Each investment strategy is subject to certain specific risks, some are which are material, and others less so. We utilize the investment strategies and methods of analysis to seek to achieve each portfolio’s investment objective. The investment decisions we make may not produce the expected returns, may cause the portfolio to lose value or may cause the portfolio to underperform other portfolios with similar investment objectives. There is no assurance that a portfolio’s objective will be achieved.

In the table below, we have listed the material risks for each strategy. Other risks that are not material also apply. Please see the Risk Disclosure Appendix that follows for more detailed information about the material risks as they apply to the separately managed account strategies as listed in the chart below and other challenges and risks associated with the investment management industry including strategy- specific risks and regulatory uncertainty. Material risks that apply to every strategy include issuer risk and market risk. Issuer risk is the risk that an issuer of a security in which a portfolio invests or to which it has exposure may perform poorly or below expectations, and therefore, the value of its securities may decline, which may negatively affect a portfolio’s performance. Underperformance of an issuer may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labour problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, disease/virus epidemics or other events, conditions or factors. Market Risk refers to the possibility that the market values of securities or other investments may fall, sometimes rapidly or unpredictably, or fail to rise for various reasons including changes or potential or perceived changes in UK/European, U.S. or other foreign economies, financial markets, interest rates, the liquidity of investments and other factors including terrorism, war, natural disasters and disease/virus epidemics.
Threadneedle
Investments Strategies
Primary Methods of Analysis Material Risks
Columbia Threadneedle EAFE


• Focus on growing companies with high or rising returns
• Industry and company research aims to identify sustainable competitive advantages.
• “Best ideas” portfolio is constructed with a bottom-up approach
• Selects stocks based on risk/reward and conviction.
• Manages risk through diversification by stock. Active Management Risk Currency Risk Derivatives Risk Depositary Receipts Risk Geographic Focus Risk Global Economic Risk Growth Securities Risk Sector Risk Value Securities Risk

Columbia Threadneedle Global Equity Income


• Seeks to invest in quality income stocks: companies with a dividend yield greater than 3%, earnings growth, and a robust balance sheet.
• Fundamentals-based focus on income, growth, sustainability of business model and a dividend yield in excess of 3%.
• Detailed analysis focuses on earnings drivers and cash flow generation: sustainability of business model and growth prospects, revenue growth, margin improvement, capex profile. Active Management Risk Convertible Securities Risk Currency Risk Depositary Receipts Risk Emerging Markets Securities Risk Geographic Focus Risk Geographic Focus Risk/Europe Risk Global Economic Risk Liquidity Risk Preferred Stock Risk Sector Risk Small and Mid-Cap Company Securities Risk Value Securities Risk

Columbia Threadneedle Global Emerging Markets


• Considers a combination of top-down views and bottom-up analysis of company fundamentals; seeks to invest in quality stocks with clear performance drivers where the return on invested capital is above the cost of capital across a full market cycle
• Focus on research on countries/sectors with attractive trends, implementing themes and ideas from global macro perspective
• Seeks well managed companies that earn superior and sustainable return on capital where the market price does not fully reflect the intrinsic value of the stock Active Management Risk Currency Risk Convertible Securities Risk Depositary Receipts Risk Emerging Markets Securities Risk Geographic Focus Risk Global Economic Risk Growth Securities Risk Liquidity Risk Preferred Stock Risk Sector Risk Small and Mid-Cap Company Securities Risk Special Situations Risk Value Securities Risk

Columbia Threadneedle Global Focused Equity


• Seeks quality growth companies with above average growth and returns
• Macro and thematic views highlight areas of opportunity or risk
• Fundamental-based research focuses on competitive positioning and the ability to sustain competitive advantages
• Portfolio is concentrated in high conviction ideas Active Management Risk Currency Risk Derivatives Risk Emerging Market Securities Risk Geographic Focus Risk/Europe Risk Geographic Focus Risk Global Economic Risk Sector Risk

Columbia Japan Equity


• Employs a combination of bottom-up stock selection and macro analysis, informed by proprietary quantitative research
• Focus on undervalued companies with strong cash flow generation, good business fundamentals, investor- friendly management sustainable growth prospects
• Country expertise identifies high-potential investment themes that enhance bottom-up stock selection Active Management Risk Derivatives Risk Derivatives Risk/Forward Foreign Currency Contracts Risk Derivatives Risk/Futures Contracts Risk Geographic Focus Risk Geographic Focus/Asia Pacific Global Economic Risk Growth Securities Risk Sector Risk Small and Mid-Cap Company Securities Risk Special Situations Risk Value Securities Risk

Threadneedle Fixed Income Government strategies
• Team driven approach drawing together the expertise of portfolio managers and analysts to evolve a team strategy for investment, across fixed income and at the asset class level.
• Close interaction with equity colleagues, global economics meeting debates and sets our central case for economies
• Fundamental macro-economic analysis on interest rates, government bonds and currencies which drives our duration, curve and currency view s and provides top-down macro input into views on asset class markets
• Asset class allocation – views on asset classes using fundamental, structural and valuation drivers help determine allocation between government bond and credit risk.
• Portfolio construction process reviews consistency and appropriateness of views against portfolio objectives Active Management Risk Currency Risk Credit Risk Derivatives Risk Emerging Markets Securities Risk Global Economic Risk Interest rate risk Inflation risk Liquidity Risk

Threadneedle Fixed Income Investment Grade Credit strategies


• Team based culture and collaborative approach drawing together the expertise of portfolio managers and analysts to establish the best investment ideas.
• Interaction with equity colleagues, global industry sector meetings, shared company meetings, research and intelligence.
• Investment process centres on rigorous, bottom up, fundamental credit analysis.
• Focus on risk and return generation on issuer and security selection whilst also focusing on downside risk management.
• Active Management Risk Currency Risk Credit Risk Derivatives Risk Emerging Markets Securities Risk Global Economic Risk Interest rate risk Inflation risk Liquidity Risk
Threadneedle
Investments Strategies
Primary Methods of Analysis Material Risks
Threadneedle Emerging Market Macro/Fixed Income strategies


• Team driven approach drawing together the expertise of portfolio managers and analysts to evolve a team strategy for investment, across fixed income and at the asset class level.
• Interaction with equity colleagues, economic view s debated and shared with emerging market equities specialists.
• Country and bond selection based on fundamental macro- economic and political analysis, relative value analysis and technical/structural analysis
• Portfolio construction process review s consistency and appropriateness of view s against portfolio objectives. Active Management Risk Currency Risk Credit Risk Derivatives Risk Emerging Markets Securities Risk Global Economic Risk Interest rate risk Inflation risk Liquidity Risk

Threadneedle High Yield Bond strategies


• Team driven approach drawing together the expertise of portfolio managers and analysts to evolve a team strategy for investment, across fixed income and at the asset class level.
• Interaction with equity colleagues, global industry sector meetings; shared company meetings, research and intelligence.
• Credit positioning – view s formed from: detailed bottom up company and bond analysis; sector analysis, and; relative and absolute value analysis.
• Portfolio construction process reviews consistency and appropriateness of view s against portfolio objectives.
• Credit specific and “bottom up” alpha sources are the more relevant for high yield investing. Active Management Risk Credit Risk Currency Risk Derivatives Risk High-Yield Investments Risk Interest rate risk Inflation risk Leverage Risk Liquidity Risk Sector Risk

Threadneedle Investments Commodities strategies


• Macro-economic analysis using input from, economic research and investment themes
• Assessment and view s of individual markets, assessing fundamentals, seasonals, technicals, structure and liquidity.
• Portfolio construction through assessment of allocations and weightings, positions on curve and relative value. Active Management Risk Commodity-Related Investment Risk Currency Risk Derivatives Risk ETF Risk Foreign/Emerging Market Securities Risk Geographic Focus Risk Global Economic Risk Leverage Risk Sector Risk Significant Investment Strategies utilized by Threadneedle Investments We employ various investment strategies through our investment mandates and based on the objectives and strategies of the clients involved. Client portfolios with similar investment mandates, strategies and guidelines are generally managed with a consistent approach. Threadneedle Investments relies primarily on a dynamic style of investing, which means that it actively seeks to select the investment bias believed to be most effective for the prevailing economic or market conditions, rather than following a value or growth style indefinitely.

We may also borrow securities in connection with short sales, borrow money to invest in additional portfolio securities or engage in transactions in futures contracts for some clients. We may also provide asset allocation services to certain clients, on either a discretionary or non-discretionary basis, with periodic rebalancing.

In employing investment strategies, we may use certain hedging strategies in an attempt to “hedge” or “neutralize” various risks associated with positions in a client’s portfolio. The instruments used to engage in these hedging strategies include various derivative instruments, such as options, warrants, interest rate swaps, interest rate caps and other derivative securities. Our attempts to partially or fully hedge a portfolio may not be successful and may cause the portfolio to incur a loss. Investment philosophy Threadneedle Investments’ investment philosophy is based on the following core beliefs:
• An active approach that takes advantage of market inefficiencies
• Global perspective advantage – the combination of macro and micro insights
• The appropriate allocation of risk

Our investment approach provides a global perspective advantage that helps us to deliver the investment outcomes that our clients want. This perspective advantage is gained by combining macro and micro insights with an active approach to portfolio construction. Independent thinking, rigorous debate and sharing of ideas balanced with a disciplined approach to risk ensures we can deliver better informed investment decisions for our clients. Our clients’ success is our priority and we have therefore put the customer at the heart of Threadneedle Investments. We aim to deliver successful investment outcomes, solutions and service for our clients across the globe.

We believe that outperformance is created by the quality of our thinking about economics, markets and stocks set within the parameters of our client’s needs. Hence our process is structured to facilitate the generation of, strong investment ideas. The critical point is that the ethos of Threadneedle Investments is built upon a complete focus on and belief in teamwork as a means to generate outperformance. It is about working together to generate ideas and testing them, getting input from different asset assets and geographies to make sure they are robust. This is so much more than just sitting with, or working with colleagues, but more a belief that by coming together as an organisation and working with colleagues from all asset classes, we will in our own individual area have a much better chance of generating alpha. Our experience tells us that the combination of this approach, accompanied by the total market coverage gives us a perspective advantage when it comes to making investment decisions and has been instrumental in helping us generate our performance track record. Investment Process Threadneedle Investments puts this into practice through the following process. The starting point is the formal series of weekly and monthly meetings we have to discuss the macroeconomic backdrop, the valuation of asset classes and the current house asset allocation stance. We collectively come together to determine how we see the investment landscape from a macro and valuation perspective. This then drives further the debate on the resultant themes arising from the conclusions of these meetings. We seek to understand how these themes will influence markets and asset and securities behaviour. This then sets the agenda for our specialist teams and points us in the direction of alpha generating ideas. Responsible Investment Threadneedle Asset Management Limited is Threadneedle Investment’s signatory member to the United Nations backed Principles for Responsible Investment (“PRI”), which is based on six principles looking to address environmental, social and governance (“ESG”) factors.

The analysis of ESG factors is incorporated into Threadneedle Investments process to help identify potential, material associated risks and opportunities. Different asset classes and strategies have different levels of ESG integration. Responsible Investment (“RI”) research has a strong focus on equities with substantial involvement in fixed income and to some extent in commodities. The scope of the approach also differs between, for example, mainstream strategies and dedicated responsible investment strategies, depending on client objectives and values.

Threadneedle Investments process follows a model of idea generation, research and debate towards implementation. ESG research is integrated into key stages of the investment process, as part of the analysis of long-term, quality investments and is generally a key element of research and debate. The monitoring of regional focus lists and regular involvement in team discussions helps to identify the most appropriate areas of prioritisation, focus and research.

The firm maintains an internal centralized ESG research function. While we believe that evaluating ESG research and analysis enables portfolio managers to make better informed investment decisions,, individuals and teams make their own investment decisions. The strategy ensures substantial dialogue between the RI team and our portfolio managers and analysts and contributes to the understanding of risk and opportunities on a stock, sector and theme. This process of dialogue furthers the wider understanding of ESG factors and their relevance. Main areas of input include internal meetings, stock reviews, themes and sector reviews, company meetings, weekly and ad-hoc updates. In addition, and where appropriate, relevant portfolio managers participate in ESG related meetings, enhancing their understanding and appreciation of risks and opportunities, while the RI team participates in mainstream meetings.

We have a risk-based approach and pay particular attention and, where practical, enter into dialogue with those companies on issues where we can have the greatest impact and see the highest correlation to investor value. As fragmented ownership reduces our level of influence, we will consider working collaboratively with other investors through the PRI and other similar networks to engage on a wide range of issues. Furthermore, we look to vote our shares globally, in the long-term interest of our clients.

Columbia Threadneedle Investments Equity Investment Process The equity process operates in a series of regionally focused portfolio management teams, with great emphasis been placed on the relationships that are built across these teams in order to ensure that the best investment ideas are actively being shared and discussed. The four stage process has the key stages set out below:  Opportunity set & idea generation  Company research  Portfolio construction  Risk management Opportunity set & idea Generation Columbia Threadneedle Investments concentrates on distilling the significant amount of data available to us into information that creates value added within its research process. Idea generation is a broad process with several inputs all of which serve to achieve the conditions in which investment ideas are generated. Broadly speaking, Columbia Threadneedle Investments implements a bottom-up approach, with investment decisions based on the attractiveness of a company rather than a view on a sector or region. However, macro insights inform decisions taken at a company level. The inputs to ideas generation are:

a) Company Meetings (bottom-up) Columbia Threadneedle Investments has a strong preference for primary sources of information. Each year, across our equity teams, the firm’s analysts and portfolio managers have historically coordinated over 3,000 company meetings (both on and off-site, , both owned and not owned)... Meetings help Threadneedle Investments to understand a company’s business model and its prospects, to identify the most appropriate valuation metric and to broaden its understanding of the market environment in which the company is operating. They also provide insight to competitors, suppliers, other companies and the wider industry.

b) Global Sector Meetings Global sector teams meet to review sector trends, identify investment opportunities and sector strategy. The ideas from their meetings are then used by regional portfolio management teams in their stock selection and portfolio construction process.

c) Macro Economics and Themes (top-down) The macroeconomic and themes framework is generated and debated through the three key monthly meetings. The insights gained from this work can highlight those areas of the market that are likely to be a good source of stock opportunities. It also provides a background for stock assessment which helps prioritise the research agenda and the understanding of potential macro risks in the portfolios.

Company Research Threadneedle Investments’ stock analysis focuses on the fundamentals of a company, with a preference for proprietary sources of research such as meeting company management and interpreting company accounts. The research framework comprises an understanding of the competitive advantage of a company, the industry within which it operates and the ESG profile of the company. Central to this is developing a thorough understanding of the company’s business model and making observations of the drivers of growth as well as in- depth discussions with management. Threadneedle Investments supplement this analysis with a thorough knowledge of external research on the company, which helps the analysis provide a range of views on the stock, as well as identifying market consensus. The regional portfolio management teams also work alongside the responsible investment team to gain insight into the ESG profile of companies, to build an understanding of both the associated risks and potential opportunity.

This helps the generation of high conviction ideas. Portfolio Construction Within the global framework, regional portfolio management teams define their own strategy guidelines and implement investment decisions accordingly. Portfolio managers build portfolios from the bottom up stock picks of the team and with reference to their team strategy and subject to risk. Portfolio concentration, position size and thematic biases are all considered. Risk Management The risk tolerance of individual portfolios is defined by the investment team in conjunction with the independent risk management function. The portfolio construction process has risk control embedded in it and the risk characteristics of a portfolio are readily available to portfolio managers as they review portfolios and consider investment opportunities. Threadneedle Investments Fixed Income Investment Process Threadneedle Investments believes that interaction among its Fixed Income specialists is vital for successful portfolio management. An integrated investment approach ensures that the best ideas are expressed in Threadneedle Investments’ portfolios. This is particularly true for those portfolios that can invest across the entire spectrum. While the investment process is team-based, it does also enable portfolio managers to exercise their own skill and flair. This ensures that specialist portfolios benefit from their specialist managers’ expertise.

Threadneedle Investments believe that Fixed Income markets are driven by fundamental, structural and valuation factors. Analysis of these factors drives the asset allocation approach for the Fixed Income teams. Each of Threadneedle Investments’ Fixed Income teams looks at their specialist market under these broad headings, but emphasis among these factors varies between the teams with the nature of each market and with the investment and economic cycle.

Fundamental: The fundamental macro-economic and broad market outlook is a major input to Threadneedle Investments’ approach, not only for government bond and currency markets, but for all markets. Threadneedle Investments do not believe that any credit, be it Investment Grade or High Yield, or any government risk, developed or emerging, can be considered in isolation without due regard to the global and local macroeconomic outlook. Understanding company fundamentals, including strategic and business as well as financial factors, are equally important. For credit positions, the Threadneedle Investments team will consider: industry outlook, relative competitive position, management strategy and historic and expected financial performance of the bond issuer. Event risk is also important and is considered separately in the relevant process.

Structural: Studies of structural issues can be just as powerful generators of performance as analysis of fundamental factors. Threadneedle Investments will consider major market participant actions and intentions at the Fixed Income asset class. It also considers the market segment (industry, maturity band, credit rating), individual issuer and bond level and also liquidity and trading costs. Within this Threadneedle Investments also include technical factors from analysis of long and short-term charts of securities and indices that can help set attractive entry and exit points for positions and provide trade ideas. For currency and interest rate markets, the technical aspects are considered to be sufficiently important to require separate evaluation.

Valuation: Threadneedle Investments assesses valuation alongside fundamental and structural factors in making investment decisions. Again, this assessment takes place at the Fixed Income asset class, the market segment (industry, maturity band, credit rating), and the individual issuer yield curve and at the bond level. Valuation views are formed from both an absolute and relative perspective and will be cognisant of price or value volatility in reaching conclusions. Threadneedle Investments aims to identify the best potential sources of added value and to position portfolios accordingly, whilst carefully managing risk within client constraints. Threadneedle Investments reject the hierarchical approach to Fixed Income portfolio management, which allocates rigid risk budgets to individual sources of investment return. Rather, the investment philosophy is focused on change by seeking to add incremental return by allocating active risk to wherever the research process identifies the best sources of performance. Experience has shown that a flexible and multi-disciplined approach has proved essential for clients’ mandates. At any given time, Threadneedle Investments’ assessment of the drivers of Fixed Income markets may show opportunity in one (or more) of the following alpha sources: Asset allocation: Incremental performance over the benchmark earned through an active weighting in the Fixed Income asset classes forming part of a portfolio’s permissible investments or benchmark. This includes off-benchmark investment (where permitted) and also the weighting between cash and securities. Duration: Incremental performance over the benchmark from positioning the portfolio’s overall exposure to interest rates relative to its benchmark.

Yield curve. Incremental performance earned from over and under-weighting of the portfolio along the maturity spectrum relative to its benchmark.

Currency: Incremental performance derived from taking positions in currencies other than the benchmark currency (where permitted) or through positioning the portfolio’s exposure to exchange rates in a different way from the composition of the benchmark.

Sector allocation: Incremental performance derived from over and under-weighting of the portfolio’s position by corporate/industrial sectors. This is another way of altering the sensitivity of the portfolio’s performance to economic conditions.

Credit quality mix: Incremental performance from altering the portfolio’s credit quality mix versus its benchmark by over and under-weighting the portfolio’s position by credit rating category.

Issuer-specific bond selection: Performance gained from holding an active weight in an issuer or a specific bond where Threadneedle’s investment process has highlighted an opportunity.

The importance of each of these alpha sources to client portfolios will vary in importance with each client’s investment objectives and mandate restrictions. Furthermore, at any given time, more opportunity may exist in one (or more) of these areas than in others and active portfolio risk is allocated accordingly, within the constraints agreed with each client and each portfolio’s investment goals. The importance of each source of alpha will also vary by fixed income asset class, with macro factors (e.g. duration, curve) having more importance for government bond and investment grade portfolios, and micro factors (e.g. stock selection) being greater drivers of importance for those asset classes that invest lower down the rating spectrum. Threadneedle Investments’ investment process is team-driven. In a series of structured meetings, the expertise of the relevant portfolio managers and analysts are drawn upon to evolve a team view of the investment opportunities. Threadneedle Investments’ fixed income investment process comprises:

 Fundamental macro-economic analysis, together with structural and valuation analysis on interest rates and government bonds primarily sourced from Threadneedle Investments’ Government Bond and Currency Team. This drives the duration, curve and currency views and sets the backdrop from asset allocation and the top-down input into views on credit markets and individual credits.  Asset allocation input from Threadneedle Investments’ Fixed Income Asset Allocation meeting formulates views on the relative attractiveness of each Fixed Income asset class using fundamental, structural and valuation drivers.  Desk specific factors. For example, the Investment Grade Desk use a positioning strategy for investing in corporate credit at the sector and credit rating level backed by investment analysis on the credit markets and individual credits and bonds. Taken together these inputs provide the strategy for investing with views on each of the seven alpha sources. The portfolio construction process ensures and reviews the consistency and appropriateness of expression of these views in client portfolios in the context of each client’s individual performance objectives and risk constraints. Threadneedle Investments’ risk department monitors adherence to client mandate constraints and internal risk guidelines. Portfolio commonality Portfolio managers hold regular meetings to formally review the portfolios’ positions against each element of portfolio strategy and between portfolios. Portfolios with common objectives are expected to have a high degree of commonality and this is confirmed both by comparing positions and also through reviewing cross tracking error from risk reports. Team work and decision making All significant aspects of portfolio positioning are discussed within the team. This ensures that we benefit from the differing strengths and perspectives of the various members of the team. In all the meetings and discussions, a culture of open debate and challenge is actively encouraged; however, the ultimate responsibility for portfolio decisions rests with the portfolio manager. please register to get more info

Where required, we provide disclosure regarding certain disciplinary matters in Part 1A of our Form ADV. Ameriprise Financial, Inc. and certain of its affiliates, including us, have been involved in various legal, arbitration and/or regulatory matters concerning their respective business activities. These matters include routine litigation, class actions, and regulatory or governmental agency examinations and investigations. As a matter of policy, we do not typically provide copies of letters or responses stemming from regulatory or governmental examinations or investigations, or publish information relating to ongoing exams, investigations or litigation. However, upon request of a prospective or current client, we may communicate the results of completed exams, investigations or litigation or the status of ongoing matters. To the best of our knowledge, neither we nor Ameriprise Financial, nor any of our affiliates, is currently the subject of any pending legal, arbitration, regulatory or other governmental matters that are likely to have a material adverse effect on Ameriprise Financial's financial condition or our ability to meet our contractual commitments to clients. Ameriprise Financial is required to make 10Q, 10K and, as necessary, 8K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. please register to get more info

TINTL is authorized in the UK by the FCA to provide various investment management activities to Institutional clients. Further details may be found here: https://register.fca.org.uk/ShPo_FirmDetailsPage?id=001b000000MfFdMAAV TINTL utilises an instrument of relief for provision of certain financial services to wholesale clients in Australia.

TINTL is registered as a Commodity Trading Advisor with the U.S. Commodity Futures Trading Commission. A Management Person is registered as an Associated Person with the CFTC.

Neither TINTL nor any of its Management Persons are registered or have an application pending to register as a Futures Commission Merchant or Commodity Pool Operator or an associated person of the foregoing entities.

Management Persons The following is the education and business background of our Management Persons, who may also be officers or directors of other Threadneedle Investments’ companies.

Threadneedle Investments’ principal governing body is Threadneedle Asset Management Holdings Sàrl (TAMHS), a Luxembourg registered company. TAMHS has overall accountability for the Threadneedle Investments group. It delegates responsibility for non-strategic matters to the Threadneedle Chief Executive.

Threadneedle Asset Management Holdings Sàrl (TAMHS)
Walter Berman
Walter is the Executive Vice President and Chief Financial Officer of Ameriprise Financial. He is also a director of TAMHS. He joined American Express, the former parent company of Ameriprise Financial, in 1965 and served until 1996 in various positions, including senior vice president and treasurer of American Express Travel Related Services (TRS), chief financial officer of American Express International, chief financial officer of TRS and American Express treasurer. He left the company in 1996 and held senior financial positions at other major companies, including treasurer of IBM. He returned to the company in 2001. Walter earned a degree in accounting from Brooklyn College.
Colin Moore
Director, Executive Vice President and Global Chief Investment Officer. He also serves as the Head of Equities. Prior to joining the Ameriprise organization in 2010, he was the Chief Investment Officer and Head of Fundamental and Quantitative Equity Investments and Fixed Income and Liquidity Strategies of one of the Columbia Threadneedle Investments legacy firms from 2002 to 2010. Mr. Moore attended the London Business School where he completed their Investment Management Program. He has been a member of the investment community since 1983.
Kath Cates
Kath Cates is a non-executive director of TAMHS. Kath holds a First-Class Honours degree in Jurisprudence from Oxford University and qualified as a Solicitor in England in Wales before specialising in financial services. Her most recent executive role was Global Chief Operating Officer for Standard Chartered Bank, a position based in Singapore which she held until 2013. In this role she led the Risk, IT, Operations, Legal and Compliance, Human Resources, Strategy, Corporate Affairs, Brand and Marketing functions across 60 countries. Prior to joining Standard Chartered Bank, Ms Cates spent over 20 years at UBS, most recently in the Zurich-based role of Global Head of Compliance. For the previous 10 years she was based in Hong Kong, as APAC General Counsel and then as Regional Operating Officer. She is a Non-Executive Director of RSA Insurance Group Plc, where she Chairs the Board Risk Committee and is a member of the Group Audit Committee and the Remuneration Committee. In addition, she is a Non-Executive Director of Brewin Dolphin, where she chairs the Board Risk Committee and is a member of the Group Audit Committee.
William F. “Ted” Truscott
Chief Executive Officer – Global Asset Management of Ameriprise Financial and President and Chairman of the Board of CMIA. He is also a Non-Executive Chair and Presiding Director of TAMHS.

Ted also functions as the CEO of Columbia Threadneedle Investments, the global organization representing the combined global asset management capabilities of the Columbia and Threadneedle group of companies. In this role he is responsible for the overall management of the group’s retail, institutional and owned asset portfolios, including the Columbia and Threadneedle families of mutual funds, collective funds, institutional and retail separately managed accounts, and alternative investments. Based in Boston, the Columbia group of companies has investment operations in key U.S. locations, including Minneapolis, New York, Chicago, Portland, Oregon and Menlo Park, California. Threadneedle Investments is an international investment manager with a presence in 17 countries across the globe.

Before joining the Ameriprise organisation in August 2001, Mr. Truscott was chief investment officer with Zurich Scudder Investments, Americas, and managing director — Zurich Scudder Investments. He serves on several boards across the Columbia, Threadneedle and Ameriprise businesses and is also on the Board of Governors of the Investment Company Institute (ICI). He earned a bachelor's degree in East Asian studies from Middlebury College, a Master's of Business Administration in Finance from New York University, Stern School of Business, and holds one or more securities licenses.
Marie-Jeanne Chèvremont-Lorenzini
Marie-Jeanne Chèvremont-Lorenzini is a non-executive director of TAMHS. She has had a long and illustrious career in Luxembourg financial services, working for PricewaterhouseCoopers and Arendt & Medernach as well as being a key adviser to the Luxembourg regulators. Mme Chèvremont -Lorenzini is also a member of the Gender Advisory Council Global and the Eurofirms board and has been Chairman of the Supervisory Board of the Reims Management School since 2005.
Claude Kremer
Claude is a non-executive director of TAMHS. His whole professional career has been devoted to the global fund and asset management industry advising clients on the setting up of Luxembourg investment and pension funds and providing legal support to asset managers, depositar ies and other asset servicers with regard to the structuring and development of their businesses in Luxembourg.

A member of the Luxembourg Bar since 1982, Claude holds Master's degrees in law and history from the Université Pierre Mendès France de Grenoble (France) and a Master's degree in accounting and finance from the London School of Economics and Political Science (U.K.). From June 2011 until June 2013, Claude served as president of the European Fund and Asset Management Association (EFAMA). From May 2007 until June 2011, he was chairman of the Association of the Luxembourg Fund Industry (ALFI). In 2005, he was a member of the EU Commission expert group on market efficiency. Claude is also a member of several advisory committees to the Commission for the Supervision of the Luxembourg Financial Sector (CSSF). Claude Kremer is a founding partner of Arendt & Medernach and head of the firm’s investment management business unit.
Nick Ring
Nick Ring returned to Columbia Threadneedle Investments in September 2019 as CEO, EMEA and he is also a member of the Executive Leadership Team at Ameriprise Financial, Inc. He has over 30 years’ experience in the investment industry across a variety of distribution, product, strategy and general management positions. Nick spent four years at Jupiter Asset Management as the Global Head of Distribution following a seven year career at Columbia Threadneedle where he worked in various product and distribution roles before becoming Global Head of Product in 2014. He joined the company from Northern Trust where he held various roles including Managing Director & Chief Operating Officer, Global Investments International and Managing Director & Head of International Wealth Management. Nick also worked at KPMG, Gartmore Fund Managers and Prudential earlier in his career. Nick has a LLB (Hons) degree from the University of Reading.

Ann Roughead
Ann is a non-executive director of TAMHS. Ann has over 30 years’ financial services experience, holding a number of senior asset management roles including CEO at Liverpool Victoria Asset Management and COO at Citigroup Private Bank, as well as senior investments and product development positions at, Citigroup, JP Morgan Fleming Asset Management and WestLB Asset Management. She has also extensive experience of the corporate finance sector, working at RMD Corporate Finance, Peregrine Securities and Baring Brothers between 1994 and 1998. Prior to this, she worked as a banking lawyer for Standard Chartered Mer chant Bank & Hill Samuel between 1985 and 1994 and as a litigator from 1981- 1985. Since 2012, Ann has worked as a freelance consultant for a number of clients including BNP Paribas and the Tax Incentive & Savings Association. She is a qualified solicitor and is a Member of the Law Society and a Fellow of the Institute of Legal Executives.
William H Turner
William is a Non-Executive Director of TAMHS. William is Chairman of International College and a senior advisor with Opera Solutions, LLC. Previously, he was the dean of Montclair State University, the founding dean of the College of Business at Stony Brook University, and a senior partner at Summus Limited. Prior to these roles, he was president and chief executive officer of PNC Bank, New Jersey (1997 – 2000) and chairman of PNC Bank, N.A., New Jersey and Northeast Region (2000 – 2002). Before joining PNC, he was president and co -chief executive officer at Franklin Electronic Publishers, Inc. and vice chairman of Chemical Banking Corporation, which merged with The Chase Manhattan Corporation in 1995. He is currently a member of the boards of directors of FineMark Holdings Inc., Standard Motor Products, Inc. and Volt Information Sciences, Inc.
Karen Wilson Thissen
Karen is Executive Vice President and General Counsel of Ameriprise Financial, Inc. She heads the legal and compliance departments of Ameriprise Financial Inc. which consist of more than 400 business professionals responsible for managing legal and regulatory risks of its businesses. Karen has more than 20 years of legal experience within the financial services industry. Prior to joining Ameriprise in 2005, she worked as a trial lawyer and partner at Faegre & Benson in Minneapolis, practicing securities law. Her experience includes addressing a wide variety of material legal and risk matters and solving legal and compliance challenges in a highly complex regulatory environment. She has a finance degree from Georgetown University and attended the University of Chicago Law School.
William Davies
William Davies is Chief Investment Officer, EMEA and Global Head of Equities at Columbia Threadneedle Investments. He took up this role in September 2019 and is responsible for the investment performance for all EMEA investment strategies. William joined Threadneedle Investments as a European Equities portfolio manager at the company’s inception in 1994. He became Head of European Equities in 1999 and Head of Global Equities in 2011. In June 2016, William became Head of Equities, EMEA and in 2017 he became Global Head of Equities, assuming responsibility for the company’s equity teams across all regions. William will retain this role in addition to becoming CIO, EMEA. Before this William worked for Eagle Star Investments1. He has also worked for Hambros Bank as a European Investment Manager where he led the European equity team. William holds a BA (Hons) in Economics from Exeter University. Threadneedle Investments Executive In addition to Nick Ring and William Davies, the other members of the Threadneedle Executive are:
Neil Babbage
Neil Babbage joined the company in 2016 and is the Head of Technology, EMEA. In this role he has overall responsibility for all IT services including front and middle office, sales and distribution and external IT providers. Prior to this Neil was EMEA Head of Asset Servicing Technology for Bank of New York Mellon between 2011 and 2016 where he was responsible for the full range of technology supporting the asset servicing business. In addition, he was the IT leader accountable for a number of large scale transformation programmes. Before BNY Mellon, Neil spent nine years at JPMorgan in a range of leaderships positions including Chief Business Technologist for the distribution arm of the asset management business where he had responsibility for the client reporting, performance attribution, digital and data warehousing groups. Prior to this Neil worked in IT roles in the financial services industry including with M&G, Barclays and Royal Bank of Scotland. He holds an MSc in Computing for Commerce and Industry from the Open University.
Gary Collins
Gary Collins is Head of Distribution, EMEA and Latin American – Wholesale at Columbia Threadneedle Investments. He joined the company as Head of UK Retail Sales in 2006 and became Head of Distribution, EMEA and Latin American – Wholesale in April 2013. He is responsible for promoting the company’s range of funds within the EMEA wholesale market. Gary started his career with Mercury Asset Management1 in 1995 as a Sales Manager. In 2001, Mercury Asset Management became Merrill Lynch Investment Managers and in 2004, Gary was appointed Director of UK Retail Sales. Gary graduated in 1995 from Nottingham Trent University with a degree in financial services.
Julie Griffiths
Julie Griffiths joined the company in 2010. She is currently Chief Risk Officer (CRO) EMEA and Global Head of Investment Risk, based in London, and a member of the Global Business Management Team. In this role, she has responsibility for overseeing the independent investment risk management process for all of Columbia Threadneedle’s portfolios managed in EMEA, North America and Asia Pacific. Within EMEA Julie is responsible for ensuring compliance with the risk management regulations for UCITS and AIFMD regulated funds, as well as applying best practice investment risk standards to all portfolios. She is Chair of Columbia Threadneedle’s EMEA retail fund pricing, risk management and counterparty credit committees and a Conducting Officer of Threadneedle Management Luxembourg. Prior to joining the company, Julie was Head of Portfolio Risk at Aviva Investors for ten years. She began her career as an actuarial investment consultant, before moving into asset management at HSBC Asset Management as a quantitative investment analyst. Julie holds an MA in Mathematics from the University of Cambridge and is also a Fellow of the Institute of Actuaries in the UK.
Alison Jeffries
Alison Jefferies is Head of Corporate Affairs at Columbia Threadneedle Investments, EMEA & Asia. She joined the company in July 2010 and is responsible for the Corporate Communications function, which includes media relations, internal communication, corporate reputation and issues management, community engagement and sponsorship and events. Alison is Chair of Columbia Threadneedle Foundation, which invests in the community through partnerships that create positive social impact. She is a member of the Women in Finance Charter Industry Board. Alison has 25 years’ experience in financial services, and has worked in communications roles in investment banking, funds management and retail financial services. Prior to joining the company, she was Head of Strategic Coordination, Economy Communications at HM Treasury, working with departments across Whitehall to coordinate communications in response to the financial crisis. Before that Alison was Head of Corporate Communications, Europe, for Macquarie Group. Alison has a Bachelor of Arts (Communications) degree from the University of Technology, Sydney and is an Associate of the Financial Services Institute of Australia.
Peter Stone
Peter Stone joined Threadneedle Asset Management Limited in 2004 as the Head of Management Information. In this role he was responsible for developing and improving the financial management information supporting decision making in the business. During this time, he developed Investment Desk Profitability reporting and Country Profitability reporting. In 2011 he was promoted to Head of Finance with responsibility for the financial, accounting, tax and treasury affairs of legacy. Threadneedle. He sits on the Executive Business Management Committee and Risk and Controls Committee and is a director of a number of Threadneedle Group companies. Prior to joining the group, Peter was a senior manager in transaction services in the London office of PricewaterhouseCoopers, where he led due diligence teams for private equity and corporate clients. Before joining PricewaterhouseCoopers, Peter worked in the audit team at Coopers and Lybrand and as a financial analyst at Norwich Union Investment Managers. He gained a degree in Economics at Cambridge University and is an Associate member of the Institute of Chartered Accountants in England and Wales.
Darrel Buckley
Darrel Buckley joined one of the Threadneedle Investments legacy firms in 2011 and is the Chief Compliance Officer for TINTL and Head of Compliance, EMEA. He is responsible for ensuring that business policies, procedures and controls are compliant with UK FCA and other requirements. He has specific responsibilities for the Distribution, Regulatory Change, Financial Crime and Assurance and Governance teams within Compliance. In this role, he is responsible for day-to-day management of the teams, design and implementation of the Compliance Programme, co-ordinating and preparing the business for global regulatory risk assessments and examinations, as well as the development and implementation of the firm’s monitoring and reporting programme. Darrel joined the company from Liverpool Victoria Asset Management, where he was Head of Operational Risk. His background includes both senior compliance and operational risk roles and he has previously worked for JPMorgan Asset Management, Framlington Group and Barclays Bank. Darrel has also worked for the UK Financial Services Authority in asset management supervision and for its predecessor, the Securities & Investments Board, in its collective investment scheme policy team. Darrel holds an MBA in International Management of Financial Services from London University and a BSc (Hons) in Biology from Portsmouth University.
Laura Weatherup
Laura Weatherup is the Head of Operations EMEA, and Global Head of Client Experience and Distribution Support. Laura joined Columbia Threadneedle Investments in 2004, had a number of management roles within Operations and became Head of Investment Operations, EMEA in February 2012. Laura is now the Head of Operations, EMEA responsible for supporting regional governance, and for providing direction and coordination across operational functions in support of regional priorities and initiatives. Laura is also the Global Head of Client Experience and Distribution Support responsible for transfer agency, distributor, intermediary and investor services. Laura began her career in 1997 with PricewaterhouseCoopers where she graduated as a Chartered Accountant. Following qualification, she moved into the Investment Management Advisory Service Group focusing on asset management, specifically rectification work, operating model design and outsourcing deals. Laura graduated in 1997 with a First Class Honours Degree in Geography from Oxford University and is a member of the Institute of Chartered Accountants in England and Wales.
Jo Livermore
Jo Livermore is the HR Business Partner, Human Resources, EMEA for Columbia Threadneedle Investments. Jo joined Threadneedle Investments in 2016 and reports to Paul Sakry, Senior Vice President Human Resources for Ameriprise. She is a member of the EMEA Business Management Committee.

Other Management Persons at Threadneedle Investments
Alex Ollier
Alex Ollier leads the EMEA Legal team, supporting the company’s product development and strategic initiatives and providing legal support in a range of areas. His main area of focus is on the Company’s funds, their sale and registration globally. Before joining the company in 2010, Alex worked for the insurance and investment arm of a leading retail bank advising on their full range of investment products. Alex qualified as a solicitor in 2003 working in the Financial Services and Funds team of a top 100 law firm until 2008. Alex studied at Bristol University and the College of Law York. He is a member of the Law Society.
Andrew Nicoll
Andrew Nicoll is the Global Head of Insurance at Columbia Threadneedle Investments with responsibility for our strategic insurance client relationships across the EMEA, US and Asia Pacific regions. This includes our largest clients in the UK, as well as the extensive relationship with our parent Ameriprise's insurance business, RiverSource, in the US. Prior to joining the firm, Andrew worked at State Street Global Advisors, where he was Head of Client Relationship Management. Andrew has a deep understanding of the Insurance and Pension Fund industries, built up over many years of working with clients in both sectors whilst at WM Performance Services. Prior to this, he was a Corporate Tax specialist at Arthur Andersen.
Rod Tedstone
Rod Tedstone is the Chief Operating Officer Investments, EMEA & Asia and Deputy Global Chief Operating Officer - Investments. In this role Rod works with the Chief Investment Officer, EMEA to facilitate the company’s goal of generating sustained investment outperformance. Rod joined the company in 1994 and has held a number of positions including Finance Manager, Deputy Group Finance Director, COO for MM Asset Management Limited and Executive Director, Investments. In 2011 he was appointed Investments Chief Operating Officer with responsibility for all front office related operational activities including the interfaces with the back -office departments. Rod also has responsibility for Fixed income and Equity Trading. Rod was appointed Deputy Global Chief Operating Officer – Investments in July 2017. Rod started his career with Allied Dunbar as a management accountant before moving to Bristol & West as Head of Branch and Bank Control. Rod holds a BA (Hons) in Accounting and Computing from the University of Ulster and is also an Associate of the Chartered Institute of Management Accountants. Multiple Roles Played by Certain Officers and Employees Some of TINTL’s, or TINTL’s affiliates, officers and employees are also officers or employees of TINTL’s parent company or one or more other affiliates that directly or indirectly benefit from TINTL’s client relationships or advisory activities. In these circumstances, a conflict of interest exists between the obligations to TINTL’s clients and the incentive to make recommendations, or take actions, that benefit one or more of its other affiliates. We believe these potential conflicts are mitigated because out employees are subject to a Code of Ethics and various policies that require these employees to act in the best interests of our clients and to put the needs of our clients first at all times. Business Activities and Affiliations As part of the Ameriprise Financial organization, we receive general corporate services, including administrative support, equipment and facilities from Ameriprise Financial and certain of its wholly - owned subsidiaries, some of which are domiciled in foreign jurisdictions. For example, Ameriprise Financial Inc. assists us in meeting various U.S. regulatory requirements. Certain employees may also receive certain employee benefits from Ameriprise Financial. TINTL and its affiliates may also invest the assets of the client accounts we respectively manage in publicly traded securities issued by companies that have material relationships with TINTL or an affiliate. In such circumstances the potential for a conflict of interest exists between TINTL’s obligation to seek the most suitable investments for its clients and the perception that TINTL has an incentive to assist in developing the partnership or the success of its affiliate. In addition, TINTL or its affiliates may have business arrangements with a third party that may influence TINTL’s decision to retain that third party to assist in providing services to its clients. In these situations, TINTL considers its obligations to its clients and seeks to take action that is in the best interest of its clients. We mitigate this conflict because our employees and those of our affiliates are subject to a Code of Ethics and various policies that require these employees to act in the best interests of our clients and to put the needs of our clients first at all times.

As described below and in “Global Asset Management”, above, many of our affiliates engage in activities that are material to our advisory business or to our clients. We may be incentivized to utilize, suggest or recommend the services of these affiliated entities, which benefit the affiliated entity or put the affiliated entity’s interests ahead of our clients’ needs. Our employees are subject to a Code of Ethics and various policies that require our employees to act in the best interests of our clients and to put the needs of our clients first at all times.

Broker-Dealers TINTL is affiliated with Columbia Management Investment Distributions Inc., an SEC registered broker - dealer that serves as the principal underwriter and distributor of the Mutual Funds. Columbia Management Investment Distributors also serves as a placement agent or distributor of private and foreign funds managed by CMIA.

TINTL is also affiliated with Ameriprise Financial Services, LLC. ("AFS"), an SEC-registered broker- dealer and investment adviser that is a wholly-owned subsidiary of Ameriprise Financial. Other third- party broker dealers and AFS distribute the Mutual Funds sub-advised by TINTL. TINTL does not execute any transactions for its clients through affiliated broker-dealers.

Investment Companies TINTL and CMIA have entered into certain agreements under which TINTL serves as investment sub - adviser to certain U.S. registered investment companies which are managed by CMIA.

Other Investment Advisers and Municipal Advisors TINTL is a sister company of Threadneedle Asset Management Limited (“TAML”), an investment adviser registered with the FCA. TINTL and TAML share all of their portfolio management and trading personnel as well as portfolio research and analysis. TINTL is affiliated with Threadneedle Investment Services Limited, manager of the Threadneedle Investments range of UK-based collective investment schemes. Threadneedle Navigator ISA Manager Limited and Threadneedle Portfolio Services Limited (“TPSL”) provide tax efficient collective investment schemes wrappers for UK investors. TINTL is also affiliated with Threadneedle International Investments GmbH and Threadneedle Portfolio Services AG which conduct Threadneedle’s European (ex- Switzerland) and Swiss distribution respectively. TINTL is also affiliated with Threadneedle Management Luxembourg SA which is the management company for the Threadneedle (Lux) SICAV. Threadneedle (Lux) SICAV is an investment company with variable capital (“Société d’investissement à capital variable” or “SICAV”) formed under the laws of the Grand Duchy of Luxembourg. TINTL is also affiliated with Columbia Threadneedle Investments (ME) Limited which is registered to advise on financial products and arrange deals in investments in the Dubai International Financial Centre. Additionally, TINTL is affiliated with CMIA, Columbia Wanger Asset Management, LLC, and Lionstone Partners, LLC, each SEC- registered investment advisers, and AFS an SEC-registered investment adviser and municipal advisor, all subsidiaries of Ameriprise Financial.

Threadneedle Investments Singapore (Pte.) Limited (“TIS”), which is an indirect, wholly-owned subsidiary of Ameriprise Financial, holds a capital markets services license for fund management under the Securities and Futures Act, Chapter 289 of Singapore (SFA) as well as a securities dealing license under the SFA. Pursuant to an arrangement that has been approved by the Monetary Authority of Singapore, TAML is permitted to provide fund management (discretionary investment management) services to accredited, expert and institutional clients in Singapore in accordance with the terms of the approval, and TIS is permitted to market such services on TAML’s behalf. Pursuant to its securities dealing license, TIS is also permitted to provide trading services to accounts for which it is not providing discretionary investment management services, including our accounts.

Insurance Companies TINTL is affiliated with Threadneedle Pensions Limited (“TPEN”), a UK corporate authorized by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. TPEN issues unit linked policies of insurance to exempt approved pension schemes and also provides investment advisory services.

TINTL is affiliated with Ameriprise Captive Insurance Company, RiverSource Life Insurance Company (“RiverSource Life”) and RiverSource Life Insurance Co of New York (“RiverSource Life NY”). RiverSource Distributors distributes the fixed and variable annuity and life insurance products issued by RiverSource Life and RiverSource Life NY through other broker-dealers, including AFS.

Futures Commission Merchant, Commodity Pool Operator (“CPO”) or Commodity Trading Advisor (“CTA”) We trade commodity interests for certain client accounts which requires us to be registered with the CFTC as a CTA. Additionally, our Advisory Affiliate CMIA is also registered as a CTA, CPO and a swap firm and AFS is registered with the CFTC as a CTA and has obtained membership with the NFA in connection with such registration. Banking or Thrift Institutions TINTL is also affiliated with Ameriprise Trust Company, a Minnesota-chartered trust company that serves as trustee and offers investment management and related services to collective funds and institutional separately managed accounts. We are also affiliated with Ameriprise Bank, FSB (“AFSB”), a US Federal Savings Bank and subsidiary of Ameriprise Financial. AFSB was previously Ameriprise National Trust Bank ‘ANTB’ and was approved to convert to a Federal Savings Bank effective 6th May 2019.. Please refer also to “Regulatory Risk-Banking” in the Risk Disclosure Appendix. please register to get more info

TRADING
Code of Ethics/Personal Trading Rules and Procedures We and certain of our affiliates have adopted The Global Asset Management Personal Account Dealing and Code of Ethics “Code” that sets forth standards of business conduct and principles to mitigate conflicts of interest for all our “Covered Persons” as they perform their respective roles and responsibilities, including when they engage in personal securities transactions. Covered Persons are persons who have access to our non-public client information, such as information about purchases or sales of portfolio securities for clients’ accounts and may include employees of our affiliates and/or vendors. All Covered Persons are required to conduct all personal trades through designated broker- dealers unless an exception has been granted or in the case of Covered Persons at a non-U.S. affiliate (including but not limited to TAML and TINTL in the UK or TIS in Singapore), at a broker-dealer otherwise approved by such affiliate. Further, all Covered Persons must complete an annual certification form regarding their personal securities activities and provide additional information about personal trading activities and also comply with quarterly reporting requirements.

The specific provisions under the Code seek to ensure that clients’ interests are placed ahead of the interests of Covered Persons. Under the Code, Covered Persons must pre-clear investments in most types of securities, are restricted with respect to the timing of certain transactions and are prohibited from making certain transactions. The Code also contains short swing profit prohibitions applicable to all Covered Persons and trading black-out periods which apply to applicable portfolio managers and traders. These prohibitions are subject to limited exceptions.

The Code contains specific provisions relating to Fund shares, including a prohibition on direct or indirect market timing and, for Covered Persons, a 30-day holding period for Covered Funds subject to limited exceptions. Covered Funds are those funds for which we or an affiliate serves as an investment adviser or sub-adviser or for which an affiliate serves as principal underwriter.

We will provide a copy of the Code to any client or prospective client upon request. Clients may obtain a copy by writing to us at the address set forth on the cover of this Brochure or calling the phone number that appears on that page.

TINTL adheres to the Global Code of Ethics. Certain Advisory Affiliate employees who are Covered Persons may be subject to certain exceptions. The personal trades of such employees are monitored in accordance with the Code.

Material Non-Public Information We and our employees may, from time to time, come into possession of material, nonpublic information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security including, as appropriate, shares of pooled vehicles. The Code incorporates our “Global Policy - Inside Information” which prohibits the misuse of material nonpublic information by us, our employees and those of our affiliates who may provide certain services to our accounts. Those who possess material nonpublic information must not: (a) use that information to obtain profits, mitigate losses or otherwise secure benefits for us, our clients, any of our affiliates or their clients, themselves or others, (b) engage in transactions or make recommendations while in possession of material nonpublic information, or (c) disclose that information to others (except to Legal and Compliance personnel who assist in administering the Inside Information Policy or persons authorized by Legal and Compliance ). In addition, we have adopted procedures designed to restrict trading in an issuer’s securities in situations where we or one of our employees, or an employee of one of our affiliates, possesses material nonpublic information regarding the issuer’s securities. These prohibitions and restrictions on trading or sharing information may result in our not purchasing or selling securities for a client account or not fully communicating material investment ideas despite our view that a purchase, sale or communication would benefit client accounts. Losses could be incurred if we cannot close out a position. In certain situations where material nonpublic information is obtained, these procedures also allow for the creation of an “information wall” to contain information within a small group and avoid a firm-wide prohibition on trading. However, our Legal and Compliance department may determine that an information wall is not appropriate under the circumstances and restrict trading across the entire firm, including its affiliates (as applicable). Products sold or managed by us in which we have a material financial interest From time to time, we may invest assets in an account for the purpose of creating a track record that will later be used to market an investment style. The level of assets invested in such “incubator accounts” may be substantial. Since the goal of an incubator account is to create a marketable track record, we or an affiliate may increase asset levels in an incubator account to meet market expectations regarding assets undermanagement.

When an incubator account’s investment style is brought to market and client assets are committed to that investment style, we may withdraw our assets from the incubator account, though we would attempt to do so without impairing our ability to effectively manage pursuant to the investment style. Where TINTL or its associated companies own more than 20% of a portfolio, we consider that we have a material interest (also known as “proprietary accounts”) except where such associated company investment is not held on a on a long-term basis or for the purpose of securing a contribution to its activities by the exercise of control or influence. Own accounts of the Advisory Affiliates will be determined in accordance with each respective entity’s policies and applicable law. In such circumstances we will not aggregate it and other clients’ orders when dealing, unless we are confident that there is no material disadvantage to third party clients.

When a particular portfolio needs to buy or sell securities due to periodic rebalancing or updating of an asset allocation portfolio, it may hold a large cash position. A large cash position (generated by selling securities or large inflows) could detract from the achievement of the portfolio’s investment objective in a period of rising market prices; conversely, a large cash position would reduce the portfolio’s magnitude of loss in the event of falling market prices and provide the portfolio with liquidity to make additional investments or to meet redemptions.

In implementing specific investment decisions through different accounts and investment vehicles, the timing of the implementation of our advice may differ among the various accounts or investment vehicles. Differences among the accounts and investment vehicles that impact this timing include, among others, whether the account is managed on an advisory basis and whether a third party is involved in the implementation of the advice. Differences in timing may result in one client receiving better or worse investment performance than a client receiving similar advice through a different account, program or investment vehicle. The timing and sequencing of trades executed for discretionary accounts in these programs, as well as underlying portfolios, is influenced by many factors such as the size of an asset allocation shift, the related cash flows in and out of the underlying portfolios, market conditions and the potentially differing views of those managing underlying Mutual Funds. Our investment platforms that manage accounts in these programs may also manage accounts for a variety of clients, including other institutional clients. In these situations, we seek to provide a process that is designed to prevent an unfair advantage in the timing and sequencing of trades for all client accounts. Conflicts of Interest Investing in securities for clients and personal security or corporate dealing TINTL and its affiliates may act as investment adviser or sub -adviser to numerous client accounts including Mutual Funds. TINTL and its affiliates may give advice and take action with respect to any portfolios or accounts they manage, or for their own accounts, that may differ from action taken by them on behalf of other portfolios or accounts. TINTL and its affiliates are not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that they or their respective access persons, as defined by the Investment Company Act of 1940 (“1940 Act”), may buy or sell for their own accounts or for the accounts of any other client. TINTL and its affiliates are not obligated to refrain from investing in securities held by portfolios or accounts that they manage, except to the extent that such investments violate the “Global Code of Ethics” (“Code”). In summary, where there is an open or pending order or deal for a third-party client account, except under certain strict conditions, the Code does not permit personal or corporate dealing until those orders are completed.

TINTL does not exercise its management discretion to cause its clients to engage in principal transactions with, or agency cross transactions through, affiliated broker-dealers. TINTL trades portfolio securities on the TINTL trading desk and has adopted trading procedures with TAML (“Threadneedle Investments Procedures”). TINTL has also adopted Information Barrier Procedures under which proposed or pending trades of TINTL will not be disclosed by its personnel to personnel of its affiliate CMIA, which serves as adviser to the Columbia Funds sub advised by TINTL, prior to the trade being executed, except for legal and compliance personnel, or other personnel to the extent necessary to fulfil their functions, either as part of the designated global trading function, or in accordance with any joint portfolio management or other services being provided, as stated in “Global Asset Management” above. Post-trade information will be available to all appropriate accounting, compliance and legal personnel. please register to get more info

Investment or Brokerage Discretion Generally, TINTL is retained with respect to its institutional account clients as well as its investment company clients on a discretionary basis. TINTL establishes guidelines with each client regarding management of the client’s account. Within these guidelines, TINTL generally is authorized to make the following determinations in accordance with the client’s specified investment objectives without client consultation or consent before a transaction is effected:
• Which securities to buy or sell;
• The total amount of securities to buy or sell;
• The broker or dealer through whom securities are bought or sold;
• The commission rates at which securities transactions for client accounts are effected, and
• The prices at which securities are to be bought or sold, which may include dealer spreads or mark-ups and transaction costs.

However, TINTL may accept advisory accounts with limited discretion or where investments are client - directed pursuant to the management agreement. In particular, TINTL accepts responsibility for sub - advising accounts managed by CMIA on a discretionary basis but has no authority to vote proxies associated with the securities that it purchases for such accounts. See “Voting Client Securities.”

Ameriprise Financial issues various securities from time to time, including common stock. It is the policy of TINTL that no securities issued by Ameriprise Financial will be purchased for client accounts where TINTL exercises investment discretion, unless the client account is passively managed in an effort to match the returns of an index in which an Ameriprise Financial security is included. Therefore, a client account that is actively managed to an index (e.g. Russell Mid Cap Value Index) will not hold any Ameriprise Financial securities even if such securities are included in the index.

Best Execution The section described below details TINTL’s Order Execution Policy (“Best Execution Policy”). Threadneedle Investments’ policy regarding best execution applies to both:
i. receiving and transmitting client orders: and
ii. executing orders on a client’s behalf
Threadneedle Investments ultimately retains responsibility in terms of owing its clients a duty to seek best execution. However, in many circumstances Threadneedle Investments (and its underlying clients) can gain additional comfort in the knowledge that it too will benefit from the duty of best execution which entities (i.e. EU regulated brokers) will owe when Threadneedle Investments passes orders to those entities for execution.

Where orders are placed with brokers and that entity therefore executes orders “on a client’s (Threadneedle Investments’) behalf”, that entity will be judged to be performing a service whereby they either: -
• execute an order by dealing as agent;
• execute an order by dealing as risk-less principal on behalf of a client (or as matched principal as the case may be); and
• “work” an order on a client’s behalf. Equity Orders Threadneedle Investments endeavours to seek best execution on an equal basis for all clients. Execution Factors Threadneedle Investments endeavours to provide all of our clients “best execution” on an equal basis. There are five main factors (Price, Liquidity, Cost, Speed, Settlement) that Threadneedle Investments may take into consideration with each transaction or group of transactions relating to this particular class of asset. There are also various sub-factors within each which will lead to each of the five criteria having a lesser or greater influence over the decisions to achieve the best execution. The five criteria are listed below with their corresponding influencing factors.
1. Price – This will generally be the leading factor for most orders.

2. Liquidity – This can at times lead over price when there is a need to utilise the availability of natural
liquidity in the market to achieve a meaningful position change within portfolios. ▪ Other factors o Use of risk capital by a broker o Use of Alternative Trading Systems (ATS) or Multilateral Trading Facilities (MTFs)
3. Cost – Awareness of lower cost trading venues for each transaction (i.e. price inclusive of additional
charges, such as commission).
4. Speed –
▪ Natural liquidity ▪ Other factors o Expertise o Access to suitable trading venues o Provision of capital by a broker o When there’s a need to minimise trade intention leakage (e.g. due to size)
5. Settlement – Mindful of any potential issues regarding the execution venue or the executing broker.
For example, in order to facilitate a requirement to shorten or extend a settlement period of a transaction.
6. Other factors – other factors which may be taken into consideration include the following:
▪ Size ▪ Nature ▪ Type and characteristics of the instrument ▪ Likelihood of execution ▪ Information available (including, but not limited to, news, results, market environment and characteristics of the client etc.). Best Execution Criteria Based on our experience and judgement and using any relevant market information available at the time of a particular trade, we will determine the relative importance of the above mentioned factors when considering the use of an execution venue. Best Execution Monitoring Threadneedle Investments utilises a combination of internal and external analysis to facilitate the monitoring of equity transactions. Execution Venues The decision to use which venue or entity is dependent upon the various factors described above and, importantly, whether execution is undertaken directly on a venue by Threadneedle Investments or transmitted to brokers to execute the trades. Our Best Execution Policy includes, for each Financial Instrument in which we execute orders on your behalf, those venues that we consider enable us to obtain Best Execution on a consistent basis. Those possible execution venues include, as appropriate for each product: regulated markets, multilateral trading facilities, systematic internalisers, market makers, and other liquidity providers.

We reserve the right to use any execution venues we deem appropriate in accordance with this Policy and may add or remove any execution venues from our approved list without notice. Threadneedle Investments’ equity order routing process first checks for available market liquidity via the Liquidnet electronic crossing network. Then, taking into consideration the aforementioned execution factors, Threadneedle Investments selects from its approved broker and counterparty list which venue to execute the order with.

Monitoring Threadneedle Investments will utilise a combination of internal and external analysis to facilitate the monitoring of equity transactions. The approach uses both ex-ante and ex–post forms of process review and monitoring. In addition, by 30 April each year, Threadneedle Investments will publish annually on its UK website a summary of the volumes executed for each instrument class, showing the Top 5 venues. This can be found under the ‘Contact’ section of the site. Review Threadneedle Investments will review its execution policy and procedures on at least an annual basis. Details of material changes to this policy will be made available to clients. This policy is available on the UK Threadneedle Investments website under the heading ‘Legal Documents’ within the Literature section

General terms of order handling As we seek to enhance our investment capabilities and services to our clients, we may engage certain of our non-U.K. affiliated companies, of the Ameriprise Financial Inc., Group, around the world to provide dealing services on behalf of the clients of Threadneedle Investments. We believe that harnessing the collective expertise of Columbia Threadneedle Investments and its affiliates will benefit our clients. By utilising the execution skills and resources of different dealing desks around the world (notably UK, US and Singapore), we are able to be active and engaged in each of the live local markets with a real -time presence in markets around the globe. This global execution model adds value to the portfolio management teams and ultimately our clients.

We are required under MiFID to execute client orders in a prompt and fair manner. We will execute aggregated orders sequentially in accordance with the time of their receipt unless otherwise instructed by the client, the interests of the client require otherwise, or the specifics of the order and the current market conditions make this impracticable. This may involve merging client orders together with those of other Threadneedle Investments clients and may also include aggregated orders from its affiliates. Threadneedle Investments believes that overall the effect of aggregation should generally be of benefit to clients, although it remains possible that on occasions, this may work to its disadvantage in relation to a particular order. For example, this may include circumstances whereby trades not aggregated with those of other clients (e.g. because of specific client instruction to execute otherwise) may be executed at different times via a different venue, receive a different price, which may or may not be a more favourable price to those that are aggregated with other clients. With regard to secondary market trading and, initial public offerings (IPOs), we comply with a strict order allocation process in accordance with our internal allocation policy. This may involve merging client orders together with those of other Threadneedle Investments clients and may, as stated in “Global Asset Management” above, also include aggregated orders from its Advisory Affiliates. We believe that overall the effect of aggregation should generally be of benefit to clients, although it remains possible that on occasions, this may work to a client’s disadvantage in relation to a particular order. For example, this may include circumstances whereby trades not aggregated with those of other clients (e.g. because of specific client instruction to execute otherwise) may be executed at different times via a different venue, receive a different price, which may or may not be a more favourable price to those that are aggregated with other clients. When an Advisory Affiliate performs advisory and related services for our accounts (including placing of orders) or we provide similar services for an Advisory Affiliate’s accounts, orders for our client accounts and those of one or more of our Advisory Affiliates may be aggregated and allocated in accordance with our best execution obligations and as consistent with applicable law and client guidelines. In circumstances where orders are placed for our accounts and those of our Advisory Affiliates on a coordinated basis, it is possible that such aggregation will result in larger orders and decreased allocation opportunities available to our accounts, especially for less actively traded securities. It is also possible that orders may take longer to execute. We and our Advisory Affiliates have implemented policies and compliance controls to ensure that the aggregation and allocation of orders for our respective accounts with coordinated trading are executed in a fair and equitable manner consistent with applicable law. Except as described above or in order to assure the continuation of services if necessary, orders on our trading desk are not shared with the trading desks of our Advisory Affiliates. As a result, it is possible that we and our Advisory Affiliates may trade in the same instrument at the same time, in the same or opposite direction or in different sequence. Specific Client Instructions When a client gives Threadneedle Investments a specific instruction as to the execution of an order, then that order will generally be executed in accordance with those specific instructions. Clients should therefore be aware that providing specific instructions will override Threadneedle Investments’ obligations to execute client orders in accordance with this Policy. Similarly, if a client gives a specific instruction for an “Advisory Fund” or an “Advised Execution” fund, this instruction may prevent us from obtaining the best possible result in accordance with our Policy. Where Threadneedle Investments gives a specific instruction to an entity as to the execution of an order (for example, Direct Market Access (DMA) equity orders submitted via an electronic system), that order would be carried out by that entity (or broker) in accordance with the specific instructions and may not therefore follow the process indicated in the entity’s own Policy. In such situations, Threadneedle Investments will be solely responsible for providing best execution to its own clients, and as a client of the Broker entity providing DMA may not have the benefit of those regulatory protections owed to it by that entity. Fixed Income Orders Order Execution We will take sufficient steps to obtain the best possible result for our clients (as defined in the Markets in Financial Instruments Directive subject to a number of factors described below. Best Execution Factors Threadneedle Investments endeavours to provide all of our clients “best execution” on an equal basis. There are three main factors (Price, Size, Settlement [i.e. the likelihood of]) that Threadneedle Investments may take into consideration with each transaction or group of transactions relating to this particular class of asset. There are also various sub-factors within each which will lead to each of the criteria having a lesser or greater influence over the decisions to achieve the best execution. The following factors are taken into account when executing a client order: ▪ Price - This will generally be the leading factor for most orders; ▪ Size - The ability to execute the size of order relative to available liquidity in the market and normal market volumes; ▪ Likelihood of execution and settlement (including speed of execution) - Mindful of any potential issues regarding the execution venue or the executing broker. For example, in order to facilitate a requirement to shorten or extend a settlement period of a transaction; and ▪ Any other consideration relevant to a particular order including the following: o Nature of the instrument; o Type and characteristics of the instrument; o Other information (including, but not limited to, news, results, market environment and characteristics of the client etc.). Best Execution Criteria Based on our experience and judgement and using any relevant market information available at the time of a particular trade, we will determine the relative importance of the above mentioned factors and consider the use of an execution venue.

Execution Venues A decision is made to use an execution venue or voice trade on the asset class and size of the trade. The following factors are taken into consideration in the evaluation of these venues: - ▪ Ability of execution venue to provide best price ▪ All direct and indirect costs of trading & settlement ▪ The applicability of the execution venue for different sizes of order ▪ Likelihood of execution ▪ Likely speed of execution ▪ Depth of liquidity ▪ Settlement & straight through processing (STP) arrangements ▪ Applicability to different types of order ▪ Other factors relating to particular asset classes

The decision to use which venue or entity is dependent upon the various factors described above and, importantly, whether execution is undertaken directly on a venue by Threadneedle Investments or transmitted to brokers to execute the trades.

Our Best Execution Policy includes, for each Financial Instrument in which we execute orders on your behalf, as detailed in each specific asset class annex, those venues that we place significant reliance on to enable us to obtain Best Execution on a consistent basis. Those possible execution venues include, as appropriate for each product: regulated markets, multilateral trading facilities, organised trading facilities, systematic internalisers, market makers, and other liquidity providers. We reserve the right to use any execution venues we deem appropriate in accordance with this Policy and may add or remove any execution venues from our approved list without notice. Threadneedle fixed income order execution process takes into consideration the aforementioned execution factors. Depending upon those factors and the type of instrument being executed, Threadneedle Investments may route its order via electronic trading platforms including but not limited to Tradeweb and Bloomberg TSOX and, in respect of FX, FXAll. Alternatively, the order may be executed directly with a broker from its approved broker and counterparty list Monitoring We regularly monitor the effectiveness of our execution arrangements and policy and assess the efficiency of our Execution Venues using a combination of internal and external analysis. The approach uses both ex-ante and ex–post forms of process review and monitoring.

In addition, by 30 April each year, Threadneedle Investments will publish on its UK website a summary of the volumes executed for each instrument class, showing the Top 5 venues. This can be found under the ‘Contact’ section of the site.

Review Threadneedle Investments will review its execution policy and procedures on at least an annual basis. Details of material changes to this policy will be made available to clients. This policy is available on the UK Threadneedle Investments website under the heading ‘Legal Documents’ within the Literature section. General Terms of Order Handling As we seek to enhance our investment capabilities and services to our clients, we may engage certain of our non-U.K. affiliated companies, of the Ameriprise Financial Inc., Group, around the world to provide dealing services on behalf of the clients of Threadneedle Investments. We believe that harnessing the collective expertise of Threadneedle Investments and its affiliates will benefit our clients. By utilising the execution skills and resources of different dealing desks around the world (notably UK, US and Singapore), we are able to be active and engaged in each of the live local markets with a real - time presence in markets around the globe. This global execution model adds value to the portfolio management teams and ultimately our clients. We are required under MiFID to execute client orders in a prompt and fair manner. We will execute aggregated orders sequentially in accordance with the time of their receipt unless otherwise instructed by the client, the interests of the client require otherwise, or the specifics of the order and the current market conditions make this impracticable. This may involve merging client orders together with those of other Threadneedle Investments’ clients and may also include aggregated orders from its affiliates. Threadneedle Investments believes that overall the effect of aggregation should generally be of benefit to clients, although it remains possible that on occasions, this may work to its disadvantage in relation to a particular order. For example, this may include circumstances whereby trades not aggregated with those of other clients (e.g. because of specific client instruction to execute otherwise) may be executed at different times via a different venue, receive a different price, which may or may not be a more favourable price to those that are aggregated with other clients. With regard to secondary market trading and New Issues, we comply with a strict order allocation process in accordance with our internal allocation policy.
Specific Client Instructions
When a client gives Threadneedle Investments a specific instruction as to the execution of an order, then that order will generally be executed in accordance with those specific instructions. Clients should therefore be aware that providing specific instructions will override Threadneedle Investments’ obligations to execute client orders in accordance with this Policy. Similarly, if a client gives a specific instruction for an “Advisory Fund” or an “Advised Execution” fund, this instruction may prevent us from obtaining the best possible result in accordance with our Policy. Money Market Instruments The following factors are taken into account when executing a client order in money market instruments (“MMIs”):  price;  costs of transaction;  speed of execution  likelihood of execution and settlement; and  size of the order;  nature of the order;  any other consideration relevant to a particular order (including credit rating of the counterparty to the transaction).

A list of venues (counterparties) is available on request. Derivatives Execution Factors Foremost, the following factors are taken into account when executing a client order involving a derivative transaction:  price;  liquidity in the instrument concerned.

The list of counterparties used for transacting derivatives is typically subject to each specific client’s arrangements.

Units in Collective Investment Schemes/Mutual Funds Execution of units in collective investment schemes will be on a case by case basis subject to the type and nature of the client’s portfolio. Typically, this will be executed via the operator of the collective investment scheme/mutual fund.

Client Order Handling: Aggregation Certain investments may be appropriate for more than one account including the accounts of any Advisory Affiliate for which we are providing dealing services. When one account buys or sells the same investment as another account, the purchase or sale of the securities or other instrument will be allocated in accordance with certain procedures designed to ensure the accounts are treated fairly and equitably. Under normal circumstances, we believe that aggregation of orders is in clients’ best interest because: (1) aggregated orders reduce fixed cost or de minimis dealing expenses; (2) all aggregated accounts will be treated fairly and each account will bear no more than its pro rata expense in the aggregated transaction; and (3) simultaneous working of orders by multiple brokers is more likely to move the market (more apparent interest).

Generally, purchase and sale orders for the same security or other investment at the same time will be combined and the transactions allocated as to amount and price in a manner considered equitable so that each account receives, to the extent practicable, the average price of such transactions and pays pro rata transaction costs. Exceptions may be made based on such factors as the type of trade. It may not always be possible, or consistent with the possibly differing investment objectives or restrictions of the accounts, to take or liquidate the same investment positions at the same time or at the same prices. Although sharing in large transactions may adversely affect the price or volume purchased or sold by the accounts, an overall advantage in execution is expected. Orders need not be aggregated if: (1) the portfolio manager believes that aggregation is not consistent with the best interests of the customer or the duty to seek best execution; (2) aggregation would be inconsistent with an investment management agreement, statute or regulation; or (3) aggregation is impractical, such as when a security is included with a program trade. Notwithstanding the foregoing, unless the specific instances of the order make it clear that clients will not benefit from aggregation, unfilled client orders are generally aggregated. TINTL does not aggregate client orders with orders for its proprietary accounts or the proprietary accounts of its Advisory Affiliates, as each entity defines such term. With respect to limit orders that may be entered by TINTL or its Advisory Affiliates for a particular security, later orders entered for the same security can be executed ahead of earlier outstanding limit orders. In addition, under Threadneedle Investments Trading Procedures, investment orders for ordinary shares and related investments will be dealt independently, but the reason for not dealing in the ordinary share must be given by the portfolio manager. Orders for one should not be delayed while working the other. Dealing in related investments for the purpose of ‘jumping the queue’ is not permitted.

Where client orders are aggregated and insufficient shares are obtained to completely fill the order for all accounts, the securities will generally be allocated on a pro rata basis. TINTL may revise the allocation of an aggregated order if there has been an error or if the order is only partially executed and the original allocation would result in an uneconomic allocation to some clients. Such revisions must be in writing. Allocations may also be revised under the general exception processes of the Procedures. All exceptions must be in writing and approved by senior management or the Compliance Department. If at any time the trading desk holds non-aggregated orders for the same security, those non- aggregated orders will be allocated based on the order in which executions are confirmed by the broker in the order in which each portfolio manager’s trade was placed.

Client Order Handling: Client Order Priority & Own Account (also known as Proprietary Accounts) Clients’ orders and own account orders in the same or related investments must be executed fairly and in due turn. To ensure that client orders are not disadvantaged we won’t aggregate client orders and orders for our proprietary accounts and the proprietary accounts of our Advisory Affiliates, but deal them separately, waiting for the clients’ order to be filled before placing the own account order with the broker. Where TINTL or its associated companies own more than 20% of a portfolio, we consider that we have a material interest (also known as “proprietary accounts”) except where such associated company investment is not held on a on a long-term basis or for the purpose of securing a contribution to its activities by the exercise of control or influence. Own accounts of the Advisory Affiliates will be determined in accordance with each respective entity’s policies and applicable law. Limit orders Later orders can however be executed ahead of earlier outstanding limit orders which are awaiting the price to reach their target levels. Related Investment Orders Orders for ordinary shares and related investments will be dealt independently, but the reason for not dealing in the ordinary share must be given by the portfolio manager. There should be no attempt to delay one order whilst working the other. Dealing in related investments for the purpose of ‘jumping the queue’ is unacceptable. Client Order Handling: Allocation Pre-Account Designation A portfolio manager gives the trader the account numbers of, or other identifying information regarding the participating accounts involved and the proposed allocation among them in all transactions at the time the order is placed. Timely allocation Completed orders should be allocated promptly, and, in the case of a trade involving any U.S. Client, at least daily. In practice orders are allocated to clients before dealing, and we do not aggregate orders for client accounts with own account orders.

Partial allocation Where client orders are aggregated and insufficient shares are obtained to completely fill the order for all accounts, the shares will be allocated on a pro rata basis.

Revised allocation A firm may revise the allocation of an aggregated order if there has been an error or if the order is only partially executed and the original allocation would result in an uneconomic allocation to some clients.

Allocation of non-aggregated trades If at any time the trading desk holds non-aggregated orders for the same security, those non- aggregated orders will be allocated based on the order in which the portfolio manager’s trade was placed. “Own account” orders will be dealt once client orders have been completed.

Access to and allocation of Initial Public Offerings (IPOs), New Issues and Underwriting Depending upon the investment objectives, strategies and restrictions applicable to an account, portfolio management teams may invest client assets in securities offered in an initial public offering (“IPO”). The availability of IPO shares is generally limited; this is particularly the case with “hot issues” where the demand for participation in such transactions far exceeds the supply of shares that are available. This scenario typically results in higher values when the offering first begins to be publicly traded. The allocation of IPO shares to interested investors, such as to us for allocation to our clients, is made by the underwriter of the transaction. These allocations are based on many factors, including the investors’ past business with the underwriter.

Typically, all accounts with the same investment objective and strategies that are managed by the same portfolio management team will ordinarily participate in the investment on a pro -rata basis based on relative account size. If there is a scaling back on final allocation, then the original portfolio allocations will be strictly scaled back on a pro rata basis.

In certain circumstances and as consistent with applicable law and our best execution obligations, we may determine to allocate IPO shares to our clients and those of our Advisory Affiliates on an aggregated basis. Our ability to receive IPO allocations for our clients and those of our Advisory Affiliates for which we provide trading services may be partially based on the trading activity of all accounts managed by us and the accounts of our Advisory Affiliates for which we provide trading services including the trading activity of many accounts that will not be eligible to receive allocations of IPO shares. It is not our policy to invest in unlisted securities or private equity. We have a well-established sub-underwriting procedure. A sub-underwriter sub-underwrites some or all of the obligations of the main underwriter; the underwriter passes its risk to the sub-underwriter by requiring the sub-underwriter to subscribe for or purchase a portion of the shares for which the underwriter is obliged to subscribe in the event of a shortfall. Our fundamental principle is that we underwrite issues where we either hold, or are prepared to hold, the underlying stock. Therefore, we will occasionally underwrite a placing where we intend to purchase that stock, but do not yet have an established holding. Our underwriting is not driven by income considerations. Formal written guidelines are in place outlining our underwriting procedure with which portfolio managers must comply to ensure that all clients have equal opportunity to participate where applicable. Error Compensation Threadneedle Investments’ error policy is one of full restitution for the client. The global Trade Error Management policy is followed where approval is sought from relevant independent teams regarding the methodology and calculated impact for the purposes of client compensation. Threadneedle Investments compensates the client for any losses incurred as a result of the error. All profits from errors relating to management of client money are given to the client where possible.

Selection of Broker-Dealers TINTL has discretion to select both U.S. and non-U.S. brokers and dealers to effect client transactions. TINTL’s objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution with respect to its accounts’ portfolio transactions. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this decision, but a number of other judgmental factors are considered as they are deemed relevant. The factors include, but are not limited to: price; TINTL’s knowledge of negotiated commission rates and spreads currently available; the nature of the security being traded; the size, type and difficulty of the transaction; the nature and character of the markets for the security to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security; confidentiality; the execution, clearance and settlement capabilities as well as the reputation, reliability, integrity and perceived soundness of the broker -dealer selected and others that are considered; the firm’s risk in positioning a block of securities; TINTL’s knowledge of actual or apparent operational problems of any broker-dealer; the broker-dealer’s execution services rendered on a continuing basis and in other transactions; the reasonableness of spreads or commissions if allowed by regulation; and the overall benefits of supplemental investment research provided by the firm to the extent permitted by applicable regulations.

As stated in “Global Asset Management” above, where an Advisory Affiliate is providing trading services for our accounts or we are providing trading services for an Advisory Affiliate’s Accounts, we or our Advisory Affiliate executing the trade order will select a broker -dealer that has been approved by us and each of the Advisory Affiliates for which accounts are being aggregated. This selection of broker- dealers may be smaller than the selection of broker -dealers otherwise available were our accounts not being aggregated with the accounts of our Advisory Affiliates. Such broker -dealer selection will be consistent with our obligation to seek best execution. TINTL may use an Electronic Communications Network (“ECN”) or Alternative Trading System (“ATS”) to effect trades when, in TINTL’s judgment, the use of an ECN or ATS may result in equal or more favourable overall executions for the transactions. Commission Rates or Equivalents Policy The U.S. and certain foreign securities markets are subject to negotiated rates of execution commission. In selecting brokers and dealers through whom to effect these transactions, TINTL seeks to obtain quality execution at favourable security prices. TINTL endeavours to be aware of current charges of eligible broker-dealers and to minimize the expense incurred for effecting portfolio transactions to the extent consistent with the interests and policies of its accounts. However, TINTL will not select broker- dealers solely on the basis of “posted” commission rates nor always seek in advance competitive bidding for the most favourable commission rate applicable to any particular portfolio transaction. Although TINTL generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker-dealer involved resulting in higher commissions or their equivalents than would be the case with transactions requiring more routine services. The reasonableness of commissions is based on the broker’s ability to provide professional services, competitive commission rates, and other services that will help TINTL in providing investment management services to clients.

Broker Selection In terms of choosing trading partners, brokers are selected on the basis of their ability to add value to our portfolio management operation. Appropriate due diligence is carried out on any broker before they are used by Threadneedle Investments. The due diligence is completed to ensure Threadneedle Investments is transacting with a reputable broker, and that Threadneedle Investments complies with Anti-Money Laundering requirements. The continued use of counterparties will be reviewed in accordance with the Threadneedle Investments Credit Risk Policy.

As an active manager, our investment process uses extensive in-house research supplemented with specialist research acquired from third party research providers. This enables us to selectively access broader knowledge to generate performance across our strategies. External research costs that Threadneedle Investments incur on behalf of clients are paid for by Threadneedle Investments out of its own resources. We will maintain our extensive internal research activities. Our approach to third party research funding under Markets in Financial Instruments Directive (MiFID II) European regulation provides clarity and simplicity for clients.

Regularity A thorough review is done annually in Q1 and then updated throughout the year as deemed necessary in light of changes to the service received.

Each desk will input desk results following a full survey of services received by all members of the team.

Execution Survey The dealers: The main areas scored are liquidity, pricing, sales trader quality, and communication of order flow, news flow and the effective provision of capital.

Monthly commission figures are monitored to ensure that the commission received by brokers is in line with the execution analysis performed. In each calendar year we expect brokers research commission to closely reflect the execution analysis.

Our major global brokers receive annual reviews where they will be given the sheet showing their overall position and all scores that have contributed to that. This ensures that brokers understand what services we value and our commission is rewarding. Discussions will cover all aspects of the service received and areas where we expect improvement. Benchmarking of commission levels Threadneedle Investments studies market information on average market commission rates. In addition, we subscribe to a service from a third party Transaction Cost Analysis (TCA) company who benchmark our commission rates in each region within their database. Comparison is not always straight forward as average commission rates are likely to be a function of turnover levels, of capital commitment by brokers and of the level of research input required. Execution Commission Rates Commission rates are reviewed on at least an annual basis and standard commission rates for each asset class are determined. We aim to obtain the most competitive rates available for the level of services we require. Other commission rates will be negotiated for specific trades where certain trading venues or strategies are adopted, for example with programme trades.

Variations in Rates of Commission Trades will also be undertaken at other commission rates, negotiated with the counterparty for specific venues or trading strategies. These may include Direct Market Access, Programme or Algorithmic Trading. Dealing Efficiency Monitoring Our goal in trading on behalf of our clients is to achieve the best possible transaction and settlement terms (accuracy and timeliness) in the most cost efficient manner. Threadneedle Investments therefore operates in accordance with standards of best execution and timely and fair allocation. We ensure timely investments and minimise cost and market impact by centralising trades and using the best- priced broker for each trade to ensure best execution. A dedicated team of compliance analysts also undertakes weekly monitoring of equity trade prices, to ensure comparative execution quality in line with market price and they also monitor the timeliness of trades between portfolio managers' instructions and dealers placing in the market, thereby helping to monitor for timely execution.

Soft Dollar / Research/Execution Policy

Purchase of Research We believe that whilst information is plentiful, good ideas are scarce and at Threadneedle Investments internal research is the principal driver of our investment process although we will use external sources where this approach is more efficient e.g. financial modelling. Rather than spending a great deal of time and effort in building proprietary models, the focus of our research is on understanding the best models available externally, understanding the key assumptions within these models and adjusting these when and where appropriate. This allows us to concentrate on those areas where we believe our proprietary research can add most value and where sell side research is weaker.

We use external research to support our own analysis and research, but it is our proprietary and rigorous analysis of industry dynamics, balance sheet, cash flows and competitor environment that gives us our competitive edge.

In addition, and recognising the global nature of business and investment, we have 12 global sector teams crossing geographic boundaries to look at sectors such as technology and energy at a global level. Comprising a member of each geographic desk, these teams take a broader perspective of the trends affecting their industries and compare cross-border valuations. The aim is to leverage research done across the entire investment team, establishing a forum for the exchange of news and ideas with colleagues on other desks, and profiting from anomalies that this level of research reveals. Soft dollar/Commission Sharing Arrangements (CSA) Program As a consequence of the introduction of new regulation across Europe from January 3, 2018, namely the recast of the Markets in Financial Instruments Directive (“MiFID II”) and Markets in Financial Instruments Regulation (“MiFIR”), Threadneedle Investments made the decision to no longer operate a soft dollar/CSA program. As an active manager, our investment process uses extensive in-house research supplemented with specialist research acquired from third party research providers. This enables us to selectively access broader knowledge to generate performance across our strategies. External research costs that Threadneedle Investments incur on behalf of clients are paid for by Threadneedle Investments out of its own resources. We will maintain our extensive internal research activities. Our approach to third party research funding under MiFID II/MiFIR European regulation provides clarity and simplicity for clients. Brokerage for Client referrals When selecting brokers, we do not consider whether we or a related person receives client referrals from a broker-dealer or third party.

Directed Brokerage We do not either routinely recommend, request or require that a client direct us to execute transactions through a specified broker-dealer or permit a client to direct brokerage. We consider that under these practices we may be unable to achieve most favourable execution of client transactions.

Transaction Aggregation Policy This is discussed above in item 12: Brokerage practices

FX Trading Depending on the directions from the client, foreign currency (FX) transactions are effected either through our selection of brokers for trading execution or through the client’s custodian. Where Threadneedle Investments has been given authority to place FX trades, the client's portfolio will be set on Threadneedle Investments’ trading system with a single operating currency (which may not be the same as the reporting currency of the account). Client account trades (i.e., purchases or sales of portfolio securities) that occur in currencies other than the operating currency will be converted to the operating currency by processing an FX transaction with brokers Threadneedle Investments selects at its discretion. All income will also be repatriated to the operating currency of the account pursuant to standing instructions from Threadneedle Investments to the client’s custodian bank. Except where expressly permitted by the investment guidelines, Threadneedle Investments does not seek to make currency bets on client accounts, but only enters into FX transactions for currency management purposes. Where the client has directed Threadneedle Investments to use the client’s custodian to repatriate foreign currency Threadneedle Investments does not evaluate the repatriation services provided to the client. please register to get more info

Account guideline review Generally, portfolio managers review TINTL accounts on an on-going basis in accordance with the investment approach, internal investment policy guidelines, and client objectives. Portfolio managers continuously receive investment information from analysts, investment meetings, and product-specific analyses, models, and screens. This information is interpreted within the context of the specific objective and constraints of the client. Given the fluid nature of financial markets and the continuous flow of information available to consultants, the account review process is continuous. On an on- going basis, investment personnel analyses economic forecasts, industry and country developments, and evaluate the relative attractiveness of individual securities. Revise d investment recommendations and changes in client circumstances or objectives are among the factors that may trigger an account review. However, portfolio managers also meet with clients usually at least once per year to discuss their investment objectives and guidelines, during which the account guidelines determined by the client and any related investment parameters are discussed. TINTL also employs pre- and post-trade controls and monitoring techniques through automated and manual procedures in an effort to ensure that portfolios are managed in accordance with client specific guidelines and restrictions.

Portfolio managers and the individual desk heads review the performance of accounts on an informal real-time, daily, weekly or monthly basis (as applicable to different types of accounts). The Chief Investment Officer, with the relevant desk heads, carries out formal quarterly performance reviews of all of TINTL’s discretionary accounts. In addition; periodic performance reviews are also carried out during Threadneedle Investments overall investment management leadership team meetings, for the accounts within their business grouping.

Each of our portfolio managers and other investment personnel are responsible for managing assigned accounts in accordance with their investment objectives and guidelines. There is no specific limit on the number of accounts that may be assigned to each professional. In addition to the reviews above, factors that may cause the portfolio manager to initiate a portfolio re view include, but are not limited to: changes in the investment strategy; changes in the client’s objectives, guidelines or restrictions; significant price movements of portfolio securities or of the portfolio as a whole; changes in the prospects of a particular portfolio security; the need to invest incoming cash; and the need to raise cash from the portfolio. Also, our Investment Risk Management Department monitors the risk profile of Registered Funds, Private Funds and representative institutional accounts (typically, the largest institutional account in a given strategy). This process includes regular reviews of the portfolios’ risk profile versus their appropriate benchmark, and the contributors to the risk at the security, sector, factor, geography and currency level. In addition, a wide variety of other risk measures, including volatility, tracking error, active share, Value at Risk (VaR), among others are monitored. The Investment Risk Management Department also regularly monitors liquidity risk in Mutual Funds and our collective trust funds. Client communication and reporting Generally reports are provided to institutional clients at the end of each calendar quarter showing performance, the value and holdings of the account and summarizing changes impacting the account during the quarter. These clients may request and receive this information and additional transaction details on a monthly basis. Reports on Registered Funds are provided to the Boards of Directors/Trustees, or their agent, at regularly scheduled meetings of the boards and on a more frequent basis, as necessary. We may also provide a monthly or quarterly report that includes portfolio manager or product commentary on sources of return within the portfolio and recent market conditions. In addition, client relationship managers and/or investment personnel generally will offer to meet with clients or their representatives on an annual basis to review goals, objectives, holdings and portfolio performance unless the client requests more frequent meetings. In the case of the Registered Funds, the portfolio managers will typically report to the Board of each Registered Fund on an annual basis. This report typically covers performance, investment process and an analysis of results. On a monthly or quarterly basis, we, a trustee or an administrator typically provide our alternative investment clients including Private Funds with a periodic client statement that shows their account balances and net profit or loss for the month, or that summarizes the assets under management, certain cash flows and certain other items required by the underlying agreement or indenture. We may also provide a monthly or quarterly report that includes portfolio manager commentary on sources of return within the portfolio and recent market conditions. please register to get more info

Referral Arrangements/Sales Compensation We have entered into and may enter into written solicitation agreements with affiliated and non-affiliated third parties. Pursuant to these arrangements, we pay compensation for clients referred to us for separately managed account management. We structure these arrangements in accordance with the applicable requirements of the Advisers Act including those that limit the types of third parties that may be used as solicitors. These requirements impose an obligation on non-affiliated solicitors to provide a separate disclosure document to potential clients describing, among other things, the nature of the solicitation arrangement and the terms of our compensation arrangement with the solicitor. Additionally, we may take input from solicitors during fee negotiations with clients in foreign jurisdictions regarding local market factors. The terms of our written solicitation agreements may obligate us to pay compensation until termination of the client relationship. From time to time, we may also enter into written solicitation agreements with employees or independent contractors of our affiliates which allow these individuals to refer potential investment advisory clients to us. Generally, client fees are not increased as a result of any referral fees. In the event of an increase, the specifics of the fee differential will be disclosed to the client in accordance with the applicable requirements of the Advisers Act. We require solicitors to forward copies of any client correspondence that is sent to the solicitor but intended for us. We also require solicitors to communicate to us any written client complaint or material client issue that is received or identified by the solicitor. To the extent a solicitor fails to forward client correspondence, complaints or other issues to us, we may not be able to appropriately address them.

Certain employees of the Ameriprise Financial organization are paid bonuses, which, unless prohibited by local law, may be based, in part, upon retaining and increasing assets under management. While activities that result in higher compensation may influence behavior, it is our policy to treat all clients fairly and equitably in accordance with our fiduciary duty. From time to time, employees of Columbia Management Investment Advisers may give or receive gifts and entertainment to or from persons associated with a client, prospective client, supplier, third party or consultant. Our policy, which is designed to address the potential conflicts of interest relating to gifts, entertainment and other benefits, outlines limits that are applicable and the procedures that our employees must follow in order to give or receive gifts and benefits to or from clients, prospective clients or suppliers. Unaffiliated third parties may also receive fees from us or from our affiliates in connection with the sale or servicing of securities products sponsored by us, including Funds and Private Funds. please register to get more info

TINTL does not, in the normal course of business, maintain custody of client portfolios or securities. Although we do not maintain custody of client assets, we may on occasion inadvertently receive client funds or securities. If we inadvertently receive funds or securities attributable to a client or former client from a third party, we will forward the funds or securities to the client, former client or the client’s qualified custodian as required under the Custody Rule. We provide monthly statements to our clients and have a good faith belief that the custodian also sends the client a statement, at least quarterly, identifying the amount of funds and securities in the account at the end of the period and setting forth all transactions in the account during that period. We encourage our clients to compare the account statements that their custodian sends them with those that we provide. please register to get more info

The accounts over which we exercise investment discretion are generally subject to investment restrictions and guidelines developed in consultation with clients. We will exercise such discretionary authority with a client only after executing an agreement that gives us such discretion. These restrictions and guidelines customarily impose limitations on the types of securities that may be purchased and also generally limit the percentage of account assets that may be invested in certain types of securities. Additional policies may be set by a client’s board or investment committee.

It is not TINTL’s practice to accept accounts for which we have discretionary authority to purchase securities for the account, but where we are not able to select broker-dealers for transactions. We may accept non-discretionary arrangements, such as providing a series of securities recommendations by periodically updating a model portfolio or where clients retain investment discretion with respect to transactions in the account. In these situations, our lack of investment discretion may cause the client to lose possible advantages that our discretionary clients may derive from our ability to act for those discretionary clients in a more timely fashion, such as the aggregation of orders for several clients as a single transaction.

TINTL may act as investment manager to other clients (including funds) now or in the future and each account’s investment restrictions and guidelines may differ. All investment decisions for an account are made in accordance with the investment restrictions and guidelines of that account. Investment decisions for each account are made with a view to achieving the account’s investment objectives and after consideration of such factors as the account’s current holdings, the current investment views of the particular portfolio manager, availability of cash for investment, and the size of the account’s positions generally. In addition, we may apply certain proprietary risk management guidelines or other restrictions to the universe of accounts we manage in situations where we believe such actions will enhance our overall advisory services. These internal restrictions are subject to change and may impose supplemental limitations and guidelines on the management of an account in addition to the guidelines provided to us by the applicable client. please register to get more info

TINTL currently has no discretion to vote proxies in respect of equity securities of the U.S. client accounts that it manages. All proxies for the U.S. registered investment companies sub-advised by TINTL through CMIA on a discretionary basis are currently voted by CMIA or the investment company’s Board of Trustees, in accordance with the proxy voting policies applicable to the relevant investment company. All proxies for other U.S. client accounts sub advised by TINTL through CMIA on a discretionary basis are currently voted by CMIA, which serves as the investment adviser on each U.S. client account. CMIA votes proxies in accordance with its Proxy Voting Policies and Procedures. Should TINTL become responsible for voting proxies on equity securities held in accounts that it manages on a discretionary basis, TINTL will adopt a proxy voting policy in accordance with Advisers Act Rule 206(4)-6. please register to get more info

We do not require or solicit prepayments from clients, nor do we have custody of client funds or securities. We do, however, have discretionary authority over client funds and securities. We currently do not know of any financial condition that is reasonably likely to impair our ability to meet our contractual commitments to our clients.
NOTICE OF CONFIDENTIALITY AND PRIVACY
At Columbia Threadneedle Investments maintaining our clients’ trust and confidence is a high priority. That is why we want you to understand how we protect your privacy when we collect and use personal information, and the measures that we take to safeguard that information. Information We Collect. In order for us to provide services to you, you provide us with non-public personal information about your organization and its employees (“Client Information”). Client Information we collect about you comes primarily from the forms that are completed during the client intake process and from the transactions that you make with us and others. We also may receive Client Information about you from other unaffiliated companies who provide services to you. To the extent that such Client Information contains personal data, we will handle such personal data in line with our obligations under the General Data Protection Regulation (GDPR) and/or any other applicable data protection law.

Disclosure of Client Information. Client Information about you or any former client is only disclosed as authorized by you or as permitted by law. For example, we may provide copies of your client statements to a third party if you request or authorize such release, or we may be required to provide Client Information pursuant to a subpoena or other legal mandate. Client Information about you or any former client is also disclosed to entities, whether or not affiliated with us, that help us to administer, maintain, and service your accounts. Also, unless we are contractually prohibited, Client Information about you may also be provided to our other financial services affiliates, including other asset management affiliates, in order to assist us, or them, in providing or offering products and services to you. However, we will not share Client Information for marketing purposes with affiliates or non-affiliates with respect to any natural person or wrap clients even if they may be considered institutional clients. Our institutional policy is, of course, subject to any contractual prohibitions on our ability to share Client Information for marketing purposes and any other client-imposed restrictions on this practice.

Protecting Client Information. We provide access to Client Information only to those employees and agents (which can include affiliates and non-affiliates) who need the information to perform services for you or functions on your behalf, as well as those affiliates who may be involved in providing or offering services to you, as described above. Be assured that we maintain physical, electronic, and procedural security measures that comply with federal regulations to safeguard Client Information. If you have any questions about how we protect and safeguard non-public personal information, please call your Client Relationship Manager. Please direct any questions or requests for additional information regarding Threadneedle International Limited to the address or telephone number listed on the cover of this brochure.
RISK DISCLOSURE APPENDIX
The following risk descriptions are designed to help clients anticipate some of the challenges and risks associated with the asset management industry today. Clients should speak with their consultants or other financial advisors for more information regarding these and other risks associated with making an investment. When we provide investment management services to a client, we are serving as an investment manager only with respect to those assets we manage and not with respect to the client’s other assets or with an eye towards the client’s overall financial situation.
A) PORTFOLIO/STRATEGY SPECIFIC RISKS Active Management Risk
Due to its active management, the portfolio could underperform other portfolios with similar investment objectives and/or strategies.
Commodity-Related Investment Risk
The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include demand for the commodity, weather, embargoes, tariffs, and economic health, political, international, regulatory and other developments. Exposure to commodities and commodities markets may subject the value of a portfolio’s investments to greater volatility than other types of investments. Commodities investments may also subject a portfolio to counterparty risk and liquidity risk.
Correlation/Tracking Error risk
A portfolio’s value will generally decline when the performance of its benchmark index (the “Index”) declines. A number of factors may affect a portfolio’s ability to achieve a high degree of correlation with the Index, and there is no guarantee that a portfolio will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a portfolio from achie ving its investment objective. The factors that may adversely affect a portfolio’s correlation with the Index include, among others, the size of a portfolio, fees, expenses, transaction costs, income items, valuation methodology, accounting standards, the effectiveness of sampling techniques, changes in the Index and disruptions or illiquidity in the markets for the securities in which a portfolio invests. While a portfolio typically attempts to track the performance of the Index by investing all, or substantially all, of its assets in the types of securities that make up the Index in approximately the same proportion as their weighting in the Index, at times, a portfolio may not have investment exposure to all securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, a portfolio may invest in securities or other instruments not included in the Index. A portfolio may take or refrain from taking investment positions for various reasons, such as tax efficiency purposes, or to comply with regulatory restrictions, which may negatively affect a portfolio’s correlation with the Index. A portfolio may also be subject to large movements of assets into and out of a portfolio, potentially resulting in a portfolio being over - or under-exposed to certain components of the Index and may be impacted by Index reconstitutions and Index rebalancing events. Holding cash balances may detract from a portfolio’s ability to track the Index. In addition, a portfolio’s value may deviate from the Index if a portfolio fair values a portfolio security at a price other than the price used by the Index for that security. A portfolio also bears management and other expenses and transaction costs in trading securities or other instruments, which the Index does not bear. Accordingly, a portfolio’s performance will likely fail to match the performance of the Index, after taking expenses into account. Any of these factors could decrease correlation between the performance of a portfolio and the Index and may hinder a portfolio’s ability to meet its investment objective. It is not possible to invest directly in an index.

Convertible Securities Risk. Convertible securities are subject to the usual risks associated with debt instruments, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert and are thus subject to market risk. A portfolio may also be forced to convert a convertible security at an inopportune time which may decrease the portfolio's return.
Credit Risk
Credit risk is the risk that the value of a security or instrument in a portfolio may or will decline if the issuer fails to pay interest or repay principal when due. The value of debt instruments may decline if the issuer of the instrument defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as making payments to a portfolio when due. Credit rating agencies assign credit ratings to certain debt instruments to indicate their credit risk. Unrated instruments held by a portfolio may present increased credit risk as compared to higher-rated instruments. If a portfolio purchases unrated instruments, or if the ratings of instruments held in a portfolio are lowered after purchase, a portfolio would depend on analysis of credit risk more heavily than usual.
Currency Risk
Where investments are in assets that are denominated in multiple currencies, or currencies other than your own, changes in exchange rates may affect the value of the investments.
Depositary Receipts Risks
Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary Receipts and/or Global Depositary Receipts. Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those associated with investing in the particular country of an issuer, which may be related to the particular political, regulatory, economic, social and other conditions or events, including, for example, military confrontations, war and terrorism, occurring in the country and fluctuations in such country’s currency, as well as market risk tied to the underlying foreign company. In addition, holders of depositary receipts may have limited voting rights, may not have the same rights afforded to stockholders of a typical U.S. domestic company in the event of a corporate action, such as an acquisition, merger or rights offering, and may experience difficulty in receiving company stockholder communications. There is no guarantee that a financial institution will continue to sponsor a depositary receipt, or that a depositary receipt will continue to trade on an exchange, either of which could adversely affect the liquidity, availability and pricing of the depositary receipt. Changes in foreign currency exchange rates will affect the value of depositary receipts and, therefore, may affect the value of an investor’s investment in a portfolio.
Derivatives Risk
Derivatives may involve significant risks. Derivatives are financial instruments with a value in relation to, or derived from, the value of an underlying asset(s) or other reference, such as an index, rate or other economic indicator (each an underlying reference). Derivatives may include those that are privately placed or otherwise exempt from SEC registration, including certain Rule 144A eligible securities. Derivatives could result in portfolio losses if the underlying reference does not perform as anticipated. Use of derivatives is a highly specialized activity that can involve investment techniques, risks, and tax planning different from those associated with more traditional investment instruments. A derivatives strategy may not be successful and use of certain derivatives could result in substantial, potentially unlimited, losses to a portfolio regardless of a portfolio’s actual investment. A relatively small movement in the price, rate or other economic indicator associated with the underlying reference may result in substantial loss to a portfolio. Derivatives may be more volatile than other types of investments. The value of derivatives may be influenced by a variety of factors, including national and international political and economic developments. Potential changes to the regulation of the derivatives markets may make derivatives more costly, may limit the market for derivatives, or may otherwise adversely affect the value or performance of derivatives. Derivatives can increase a portfolio’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while exposing it to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Derivatives Risk/Forward Foreign Currency Contracts Risk
These instruments are a type of derivative contract, whereby the portfolio may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value, sometimes dramatically, due to foreign market downswings or foreign currency value fluctuations and the strategy of investing in these instruments may not be successful. Investment in these instruments also subjects the portfolio to counterparty risk.
Derivatives Risk/Futures Contracts Risk
A futures contract is an exchange-traded derivative transaction between two parties in which a buyer (holding the “long” position) agrees to pay a fixed price (or rate) at a specified future date for delivery of an underlying reference from a seller (holding the “short” position). The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Certain futures contract markets are highly volatile, and futures contracts may be illiquid. Futur es exchanges may limit fluctuations in futures contract prices by imposing a maximum permissible daily price movement. The portfolio may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. At or prior to maturity of a futures contract, the portfolio may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in futures contract prices. The liquidity of the futures markets depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the futures market could be reduced. Because of the low margin deposits normally required in futures trading, it is possible that the portfolio may employ a high degree of leverage in the portfolio. As a result, a relatively small price movement in a futures contract may result in substantial losses, exceeding the amount of the margin paid. For certain types of futures contracts, losses are potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the portfolio. Futures contracts executed (if any) on foreign exchanges may not provide the same protection as U.S. exchanges. Futures contracts can increase the portfolio’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing it to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Emerging Market Securities Risk
Securities issued by foreign governments or companies in emerging market countries are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political, economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more limited trading activity (i.e., lower trading volumes and less liquidity) than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid changes in inflation rates and may have hostile relations with other countries..
Exchange-Traded Fund (ETF) Risk
Investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. ETFs are subject to, among other risks, tracking risk, and passive, and in some cases, active investment risk. In addition, investors bear both a portfolio’s expenses and indirectly the ETF’s expenses incurred through a portfolio’s ownership of the ETF. Because the expenses and costs of an underlying ETF are shared by its investors, redemptions by other investors in the ETF could result in decreased economies of scale and increased operating expenses for such ETF. The ETFs may not achieve their investment objective.

Geographic Focus Risk
The portfolio may be particularly susceptible to economic, political, regulatory or other event s or conditions affecting issuers and countries within the specific geographic regions in which the portfolio invests. As a result, the portfolios may be more volatile than a more geographically diversified portfolio.
Geographic Focus Risk/Asia Pacific Risk
A number of countries in the Asia Pacific region are considered underdeveloped or developing, including from a political, economic and/or social perspective, and may have relatively unstable governments and economies based on limited business, industries and/or natural resources or commodities. Events in any one country within the region may impact that country, other countries in the region or the region as a whole. As a result, events in the region will generally have a greater effect on the portfolio than if it were more geographically diversified in areas with more developed countries and economies. This could result in increased volatility in the value of the portfolio’s investments and losses within the portfolio. Also, securities of some companies in the region can be less liquid than U.S. or other foreign securities, potentially making it difficult to sell such securities at a desirable time and price.
Geographic Focus Risk/Europe Risk
A portfolio is particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries in Europe. Most developed countries in Western Europe are members of the European Union (EU), and many are also members of the European Economic and Monetary Union (EMU). European countries can be significantly affected by the tight fiscal and monetary controls that the EMU imposes on its members and with which candidates for EMU membership are required to comply. In addition, the private and public sectors’ debt problems of a single EU country can pose significant economic risks to the EU as a whole. Unemployment in Europe has historically been higher than in the United States and public deficits are an ongoing concern in many European countries. As a result, a portfolio’s return may be more volatile than the return a more geographically diversified portfolio. If securities of issuers in Europe fall out of favor, it may cause a portfolio to underperform other portfolios that do not focus their investments in this region of the world. At a referendum in June 2016, the citizens of the UK voted to leave the EU (commonly known as “Brexit”). On 31 January 2020, the UK formally exited the EU on the terms of the Withdrawal Agreement, the deal agreed at a political level between the UK and the EU and entered into an implementation period until 31 December 2020, during which negotiations on the future relationship between the UK and the EU will take place. However, there is a significant degree of uncertainty as to the outcome of these negotiations, in particular relating to the final terms of the agreement to be negotiated with the EU or whether a final agreement will ultimately be reached by the end of the implementation period. The impact of any partial or complete dissolution of the EU on the UK and European economies and the broader global economy could be significant, resulting in negative impacts on currency and financial markets generally, such as increased volatility and illiquidity, and potentially lower economic growth in markets in the UK, Europe and globally, which may adversely affect the value of a portfolio’s return. The impact of Brexit in the near- and long-term is still unknown and could have additional adverse effects on economies, financial markets, currencies and asset valuations around the world. Any attempt by a portfolio to hedge against or otherwise protect its portfolio or to profit from such circumstances may fail and, accordingly, an investment could lose money over short or long periods.

Global Economic Risk
Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region or across the globe. For instance, a significant slowdown in China’s economy is adversely affecting worldwide commodity prices and the economies of many countries, especially those that depend heavily on commodity production and/or trade with China. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations. The imposition of sanctions by the United States or another government on a country could cause disruptions to the country’s financial system and economy, which could negatively impact the value of securities. At a referendum in June 2016, the citizens of the United Kingdom (the UK) voted to leave the European Union (EU), thereby initiating the British exit from the EU (commonly known as “Brexit”). In March 2017, the UK formally invoked Article 50 of the Treaty of Lisbon to begin the process under which the UK shall withdraw from the EU in due course. Upon invoking Article 50, the UK triggered a two-year period for negotiation of the terms of the withdrawal from the EU. However, there remains a significant degree of uncertainty about how negotiations relating to the UK’s withdrawal from the EU and new trade agreements will be conducted, as well as the potential consequences and precise timeframe for Brexit. During the negotiating period and beyond, the impact of Brexit on the UK and European economies and the broader global economy could be significant, resulting in negative impacts on currency and financial markets generally, such as increased volatility and illiquidity, and potentially lower economic growth in markets in the UK, Europe and globally, which may adversely affect the value of a portfolio investment. The UK has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of the UK. The City of London’s economy is dominated by financial services, some of which may have to move outside of the UK post- referendum (e.g., currency trading, international settlement). Under the terms of Brexit, banks may be forced to move staff and comply with two separate sets of rules or lose business to banks in Europe. Furthermore, Brexit creates the potential for decreased trade, the possibility of capital outflows from the UK, devaluation of the pound sterling, the cost of higher corporate bond spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well as foreign direct investment. As a result of Brexit, the British economy and its currency may be negatively impacted by changes to its economic and political relations with the EU and other countries. Any further exits from the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties. The impact of Brexit in the near- and long-term is still unknown and could have additional adverse effects on economies, financial markets, currencies and asset valuations around the world. Any attempt by a portfolio to hedge against or otherwise protect its portfolio or to profit from such circumstances may fail and, accordingly, an investment could lose money over short or long periods.
Growth Securities Risk.
Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Hedging Risk
Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. There is no guarantee that a hedging strategy will eliminate the risk which the hedging strategy is intended to offset, which may lead to losses within the portfolio.
High-Yield Investments Risk
Securities and other debt instruments held by a portfolio that are rated below investment grade (commonly called “high-yield” or “junk” bonds) and unrated debt instruments of comparable quality expose a portfolio to a greater risk of loss of principal and income than a strategy that invests solely or primarily in investment grade debt instruments. In addition, these investments have greater price fluctuations, are less liquid and are more likely to experience a default than higher-rated debt instruments. High- yield debt instruments are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.
Inflation Risk
Inflation risk is the uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and investments may not keep pace with inflation, which may result in losses to investors. Most bond and cash portfolios offer limited capital growth potential and an income that is not linked to inflation. Therefore, inflation can affect the real value of capital and income over time.
Interest Rate Risk
Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments will tend to fall, and if interest rates fall, the values of debt Instruments will tend to rise. Changes in the value of a debt instruments usually will not affect the amount of income the portfolio receives from it but may affect the value of the portfolio. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk. Very low or negative interest rates may prevent a portfolio from generating positive returns. Very low or negative interest rates may increase the risk that rising interest rates will negatively impact the portfolio’s performance. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the value of debt instruments held by the portfolio, resulting in a negative impact on the portfolio's performance.
Leverage Risk
Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Use of leverage can produce volatility and may exaggerate changes in a portfolio’s value and in the return of a portfolio, which may increase the risk that a portfolio will lose more than it has invested. If a portfolio uses leverage, through the purchase of particular instruments such as derivatives, a portfolio may experience capital losses that exceed the net assets of a portfolio. Leverage can create an interest expense that may lower a portfolio’s overall returns. Leverage presents the opportunity for increased net income and capital gains, but may also exaggerate a portfolio’s volatility and risk of loss. There can be no guarantee that a leverage strategy will be successful. LIBOR Replacement Risk. The elimination of London Inter-Bank Offered Rate (LIBOR), among other “IBOR” reference rates, may adversely affect the interest rates on, and value of, certain portfolio investments for which the value is tied to LIBOR. The U.K. Financial Conduct Authority has announced that it intends to stop compelling or inducing banks to submit LIBOR rates after 2021. However, it remains unclear if LIBOR will continue to exist in its current, or a modified, form. Alternatives to LIBOR are established or in development in most major currencies including the Secured Overnight Financing Rate (SOFR), that is intended to replace U.S. dollar LIBOR. Markets are slowly developing in response to these new reference rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for a portfolio. The effect of any changes to, or discontinuation of, LIBOR, a portfolio will vary, and it is difficult to predict the full impact of the transition away from LIBOR on a portfolio until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted and market practices become settled.
Liquidity Risk
Liquidity risk is the risk associated with any event, circumstance, or characteristic of an investment or market that negatively impacts the portfolio’s ability to sell, or realize the proceeds from the sale of, an investment at a desirable time or price. Liquidity risk may arise because of, for example, a lack of marketability of the investment. Decreases in the number of financial institutions, including banks and broker-dealers, willing to make markets (match up sellers and buyers) in the portfolio’s investments or decreases in their capacity or willingness to trade such investments may increase the portfolio’s exposure to this risk. As a result, the portfolio, when seeking to sell its portfolio investments, could find that selling is more difficult than anticipated, especially during times of high market volatility. Market participants attempting to sell the same or a similar instrument at the same time as the portfolio could exacerbate the portfolio’s exposure to liquidity risk. The portfolio may have to accept a lower selling price for the holding, sell other investments that it might otherwise prefer to hold, or forego another more appealing investment opportunity. The liquidity of a portfolio’s investment may change significantly over time and certain investments that were liquid when purchased by the portfolio may later become illiquid, particularly in times of overall economic di stress. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit environments) may also adversely affect the liquidity and the price of the portfolio's investments. Certain types of investments may be especially subject to liquidity risk. Securities or other assets in which the portfolio invests may be traded in the over -the-counter market rather than on an exchange and therefore may be more difficult to purchase or sell at a fair price, which may have a negative impact on the portfolio’s performance. Judgment plays a larger role in valuing illiquid or less liquid investments as compared to valuing liquid or more liquid investments. Price volatility may be higher for illiquid or less liquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to liquid or more liquid investments). Generally, the less liquid the market at the time the portfolio sells a portfolio investment, the greater the risk of loss or decline of value to the portfolio.
Preferred Stock Risk
Preferred stock is a type of stock that generally pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades. The most significant risks associated with investments in preferred stock include issuer risk, market risk and interest rate risk (i.e., the risk of losses attributable to changes in interest rates).
Sector Risk
At times, the portfolio may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within an economic sector. Companies in the same economic sector may be similarly affected by economic, regulatory, political or market events or conditions, making the portfolio more vulnerable to unfavorable developments in that economic sector than portfolios that invest more broadly. The more a portfolio diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.
Short Selling Risk
The portfolio may establish short positions which introduce more risk to the portfolio than long positions (where the portfolio owns the instrument) because the maximum sustainable loss on an instrument purchased (held long) is limited to the amount paid for the instrument plus the transaction costs, whereas there is no maximum price of the shorted instrument when purchased in the open market. Therefore, in theory, short positions have unlimited risk. The portfolio’s use of short positions in effect “leverages” the portfolio. Leverage potentially exposes the portfolio to greater risks of loss due to unanticipated market movements, which may magnify losses and increase the volatility of returns. To the extent the portfolio takes a short position in a derivative instrument, this involves the risk of a potentially unlimited increase in the value of the underlying instrument.
Small and Mid-Cap Company Securities Risk
Securities of small- and mid-capitalization companies (small- and mid-cap companies) can, in certain circumstances, have a higher potential for gains than securities of larger, more established companies (larger companies) but may also have more risk. For example, small- and mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and business operations. Small- and mid- cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller management teams. Securities of small- and mid-cap companies may trade less frequently and in smaller volumes and may be less liquid and fluctuate more shar ply in value than securities of larger companies. When the portfolio takes significant positions in small - and mid-cap companies with limited trading volumes, the liquidation of those positions, particularly in a distressed market, could be prolonged and result in portfolio investment losses. In addition, some small- and mid-cap companies may not be widely followed by the investment community, which can lower the demand for their stocks. Special Situations Risk. Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be expo sed to heightened risk because of the high degree of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss following the offering. It is possible that there will be no active trading market for the securities after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Certain “special situation” investments are investments in securities or other instruments that are determined to be illiquid or lacking a readily ascertainable fair value. Certain special situation investments prevent ownership interests therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized, which may negatively impact portfolio performance. Investing in special situations may have a magnified effect on the performance of portfolios with small amounts of assets.
Value Securities Risk
Value securities are securities of companies that may have experienced, for example, adverse business, industry or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. The market value of a portfolio security may not meet the portfolio manager's perceived value assessment of that security, or may decline in price, even though the portfolio manager(s) believes the securities are already undervalued. There is also a risk that it may take longer than expected for the value of these investments to rise to the portfolio manager’s perceived value. In addition, value securities, at times, may not perform as well as growth securities or the stock market in general, and may be out of favor with investors for varying periods of time.
B) GENERAL/OTHER RISKS
Counterparty Arrangements
We enter into many counterparty arrangements in connection with our asset management business. These arrangements support our trading, custody and investment activities, and some of the counterparties we use have relationships with our affiliates as well. Reliable counterparty arrangements and the ability to assess counterparty risks have become a critical part of our day-to-day operations and we endeavour to manage these risks in accordance with our fiduciary duty to clients. While we seek to manage these risks, exposure to counterparty failures, including bankruptcies and defaults, is sometimes unavoidable and can result in sudden and unanticipated shocks to our operations or investments resulting from the inability to carry out transactions or satisfy liquidity demands.
Counterparty Risk
Counterparty risk is the risk that a counterparty to a financial instrument held by the portfolio or by a special purpose or structured vehicle invested in by the portfolio may become insolvent or otherwise fail to perform its obligations. As a result, the portfolio may obtain no, or limited recovery of its investment and any recovery may be significantly delayed.
Cyber Security Breaches and Technology and Related Systems Failure Risk
We, our affiliates, and the service providers we utilize to help us provide the services we offer (referred to in this discussion of risk as “we”, “us” and “our”) are heavily dependent on proprietary and third-party technology and infrastructure and related operational and information systems, networks, devices, programs, application, data and functions (“Systems”) to perform necessary business activities. These Systems we rely upon may be vulnerable to many threats, breaches, and failures, some of which may be outside of our control, including significant damage and disruption arising from Systems failures or cybersecurity breaches. Systems failures include malfunctions, user error, conduct (or misconduct) of or arising from employees and agents, and failures arising from cybersecurity breaches, natural disasters, or other actions or events (whether foreseeable or unforeseeable). Cybersecurity breaches include intentional (e.g., cyber-attacks, hacking, phishing scams, unauthorized payment requests) and unintentional events or activity (e.g., user errors arising from or caused by us or our agents). Systems failures and cybersecurity breaches may result in (i) proprietary or confidential information or data being lost, withheld for ransom, misused, destroyed, stolen, released, corrupted or rendered unavailable, including personal client information (and that of beneficial owners), (ii) unauthorized access to Systems and loss of operational capacity, including from, for example, denial-of-service attacks (i.e., efforts to make network services unavailable to intended users), and (iii) the misappropriation of client assets or sensitive information. Any such events could negatively impact our Systems and may have significant adverse impacts on our clients.

Systems failures and cybersecurity breaches may cause delays or mistakes in materials provided to clients and may also interfere with or negatively impact the processing of securities transactions, pricing of investments, and trading within our clients’ portfolios, while causing or subjecting us to reputational damage, violations of law, legal claims, regulatory fines, penalties, financial losses and reimbursement expenses or other compensation and remediation costs, as well as additional compliance, legal, and operational costs. Such events could negatively impact our clients and affect our business, financial condition and performance or results of operations. The trend toward broad consumer and general public notification of Systems failures and cybersecurity breaches could exacerbate the harm to our clients and our business, financial condition and performance or results of operations. Even if we successfully protect our Systems from failures or cybersecurity breaches, we may incur significant expenses in connection with our responses to any such events, as well as the need for adoption, implementation and maintenance of appropriate security measures. We could also suffer harm to our business and reputation if attempted or actual cybersecurity breaches are publicized. We cannot be certain that evolving threats from cyber -criminals and other cyber-threat actors, exploitation of new vulnerabilities in our Systems, or other developments, or data thefts, System break-ins or inappropriate access will not compromise or breach the technology or other security measures protecting our Systems. To date, TINTL has not experienced any material Systems failures or cybersecurity breaches, however, we routinely encounter and address such threats. The experiences of Ameriprise Financial and its affiliates with Systems failures, cybersecurity breaches and technology threats have included, as examples, phishing scams, attempts to disrupt clients’ online access, technology issues impacting third party service providers, introductions of malware, attempts at electronic break-ins, and unauthorized payment requests. Ameriprise Financial has since enhanced its security capabilities and will continue to assess its ability to monitor and respond to such threats.

Although we have established business continuity/disaster recovery plans and systems (Continuity and Recovery Plans) designed to prevent or mitigate the effects of Systems failures and cybersecurity breaches, there are inherent limitations in Continuity and Recovery Plans. These limitations include the possibility that certain risks have not been identified or that Continuity and Recovery Plans might not – despite testing and monitoring – operate as designed, be sufficient to stop or mitigate losses or otherwise be unable to achieve their objectives. We and our clients could be negatively impacted as a result. In addition, Threadneedle Investments Management cannot control the Continuity and Recovery Plans of third party service providers. As a result, there can be no assurance that we or our clients will not suffer losses relating to Systems failures or cybersecurity breaches affecting us in the future, particularly third- party service providers, as we cannot control any Continuity and Recovery Plans or cybersecurity defenses implemented by such parties.

Systems failures and cybersecurity breaches may necessitate significant investment to repair or replace impacted Systems. In addition, we may incur substantial costs for Systems failure risk management and cybersecurity risk management in order to attempt to prevent any such events or incidents in the future.

Insurance and other traditional risk-shifting tools may be held by or available to us in order to manage or mitigate the risks associated with Systems failures and cybersecurity breaches, but they are subject to terms and limitations such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency. While Ameriprise Financial and its affiliates maintain cyber liability insurance that provides both third-party liability and first-party liability coverages, this insurance does not cover our clients and may not be sufficient to protect us against all losses. In addition, contractual remedies may not be available with respect to Service Providers or may prove inadequate if available (e.g., because of limits on the liability of the Service Providers) to protect against all losses. Stock and other market exchanges, financial intermediaries, and issuers of, and counterparties to, a portfolio’s investments and, in the case of ETFs, market makers and authorized participants, also may be adversely impacted by Systems failures and cybersecurity breaches in their own businesses, subjecting them to the risks described herein, as well as other additional or enhanced risks particular to their businesses, which could result in losses to us and our Shareholders. Issuers of securities or other instruments in which we invest on behalf of clients may also experience Systems failures or cybersecurity breaches, which could result in material adverse consequences for such issuers, which may cause client portfolios’ investment in such issuers to lose money.
Implementation Risk
Disorderly market conditions or periods of market stress may make it difficult or impossible for us to pursue an investment strategy or objective. During these periods, it may be difficult or impossible to buy or sell investments at certain prices or at all. Moreover, volatility or events associated with markets, sectors or issuers may make it difficult to implement certain policies and procedures designed to ensure equal treatment among client accounts. For example, while our trading procedures are designed to ensure equal treatment among all clients, volatility on any given day may cause clients to receive materially different prices on the same securities. This may create performance dispersions among accounts with the same or similar investment mandate.
Investing Defensively
When authorised by the client, Threadneedle International Limited may from time to time seek to take temporary defensive investment positions that may be inconsistent with the principal investment strategy of a client account in attempting to respond to adverse market, economic, political, social or other conditions. These temporary defensive investment positions may include, but are not limited to; (i) investing some or all of the client account assets in money market instruments or shares of affiliated or unaffiliated money market funds, (ii) holding some or all of the client account assets in cash or cash equivalents, or (iii) investing in derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Threadneedle International Limited believes such defensive positioning is appropriate. While a client account is so positioned defensively, derivatives could comprise a substantial portion of the account’s investments. See above for more information on the risks of investing in derivatives. A client account may not achieve its investment objective while it is investing defensively. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased investment performance. Where a client does not authorize the temporary defensive strategies described above, the client account will not achieve any potential benefits that other clients may achieve who have granted Threadneedle International Limited flexibility to employ temporary defensive strategies for their account. Further, where a client is not able to or does not authorize the use of certain derivative instruments, the temporary defensive strategies may be implemented less effectively and at greater cost to the client than if derivative instruments were employed in the account.
Issuer risk
The risk that an issuer of a security may perform poorly, and therefore, the value of its securities may decline. This would negatively affect performance. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labour problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Market Risk
Refers to the possibility that the market values of securities or other investments will fall, sometimes rapidly or unpredictably, or fail to rise. Security values may fall or fail to rise because of a variety of factors affecting (or the market’s perception of) individual companies (e.g., an unfavourable earnings report), industries or sectors, or the market as a whole, reducing the value of an investment. Accordingly, an investment could lose money over short or even long periods. The market values of securities also can be affected by changes or perceived changes in U.S. or foreign economies and financial markets, and the liquidity of these securities, among other factors. In general, equity securities tend to have greater price volatility than debt securities. In addition, common stock prices may be sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
No Guarantee of Performance
All investments involve risk (the amount of which may vary significantly), investment performance can never be predicted or guaranteed, even when employing very conservative strategies such as those employed by money market mutual funds or other accounts that seek preservation of capital. The market value of client assets will fluctuate due to market conditions and other factors, such as liquidity and volatility. The assumptions associated with certain investment strategies that are derived and tested over longer periods (e.g., quantitative strategies) may not be meaningful, and such strategies may demonstrate relative weakness, during periods of unprecedented market conditions, since, by definition, those conditions may not be reflected in any historical data or research conducted to create the strategies.
Regulatory Risk – Banking
Ameriprise Financial, the ultimate parent company of TINTL, is a financial holding company (“FHC”) and therefore, along with its direct and indirect subsidiaries, is subject to regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and to the provisions of, and regulations under, certain U.S. banking laws, such as the Homeowner’s Loan Act, the Bank Holding Company Act (including the rules and regulations created thereunder, the “BHCA”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA and the Dodd- Frank Act (and other applicable banking laws, and their interpretation and administration by the appropriate regulatory agencies, including but not limited to the Federal Reserve) may restrict the transactions and relationships among Ameriprise Financial, its affiliates (including us) and our clients, and may restrict our investments, transactions and operations. For example, under the BHCA (including rules and regulations promulgated thereunder), positions held by Ameriprise Financial and its affiliates for client and proprietary accounts may need to be aggregated with positions held by clients of TINTL and its affiliates. In this case, where the BHCA imposes a cap on the amount of a position that may be held, we may be required to limit and/or liquidate certain client positions.

Under the BHCA, if we or an affiliate were deemed to “control” a fund managed by TINTL, investments by such fund would be subject to limitations under the BHCA that are substantially similar to those applicable to Ameriprise Financial and its affiliates. Such limitations would place certain restrictions on the fund’s investments in non-financial companies. These restrictions would include limits on the ability of the fund to be involved in the day-today management of the underlying non-financial company and the limitations on the period of time that the fund could retain its investment in such company. In addition, the fund, together with interests held by Ameriprise Financial and its affiliates, may be limited from owning or controlling, directly or indirectly, interests in third parties that exceed 5% of any class of voting securities or 25% of total equity of any security. These limitations may have a material adverse effect on the activities of the relevant fund.

The Dodd-Frank Act added Section 13 to the BHCA and its implementing regulations (together the "Volcker Rule") under which a “banking entity” (including TINTL and its affiliates ) is restricted from acquiring or retaining an equity, partnership or other ownership interest in, or sponsoring, a “covered fund” (which is defined to include certain pooled investment vehicles) unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule’s asset management exemption permits a banking entity, such as TINTL, to invest in or sponsor a covered fund, subject to satisfaction of certain requirements, which include, among other things, that a banking entity only hold a de minimis interest (no more than 3%) in the covered fund and that only directors and employees directly engaged in providing investment advisory or other qualifying services to the covered fund are permitted to invest. In addition, the Volcker Rule generally prohibits a banking entity from engaging in transactions that would cause it or its affiliates to have credit exposure to a covered fund managed or advised by its affiliates that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties or that would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or high- risk trading strategies. As a result, the Volcker Rule impacts the processes by which TINTL and its affiliates seed, invest in and operate certain of its funds, including any Private Funds. There can be no assurance that the bank regulatory requirements applicable to Ameriprise Financial and/or its affiliates will not change, or that any change will not have a material adverse effect on the investments and/or investment performance of our clients.
Resource Constraints
Unfavourable market conditions and budget constraints may impact our ability to retain or attract talented employees or allocate resources as we otherwise would during periods of economic stability. Moreover, the inherent conflict of interest associated with certain arrangements (e.g., the receipt of research in exchange for client commissions) is heightened when our business is under pressure to reduce overhead expenses in response to market conditions that impact our revenues. While we may make resource allocations designed to streamline or bring more efficiency to our operations during periods of economic stress, we will not compromise our fiduciary standards or compliance with our policies and procedures that are reasonably designed to prevent violations.
Segregated Account Advantages
Investors in pooled vehicles may wish to consider the different levels of liquidity and transparency provided to segregated account owners pursuing the same investment strategy as a pooled vehicle. Greater visibility and access to underlying holdings could allow a segregated account holder to implement strategies (e.g. hedging techniques) that could prove disadvantageous to pooled fund vehicles or their investors.
Strategy-Specific Risks
Clients should also consider risks associated with the investment mandate you have engaged us to implement. Each client should consider those risks in its decision to engage us and in connection with the client’s overall investment program. A consultant or financial advisor engaged to evaluate a client’s overall investment program can assist clients with an evaluation of risks associated with investment strategies. Terrorism, War, Natural Disaster and Epidemic Risk. Terrorism, war, military confrontations and related geopolitical events (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as, for example, earthquakes, fires, floods, hurricanes, tsunamis and weather-related phenomena generally, as well as widespread disease and virus epidemics, can be highly disruptive to economies and markets, adversely affecting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a portfolio’s investments. please register to get more info