Loading...
Docoh

Columbia ETF Trust II

Filed: 31 May 19, 2:03pm

EX-99.CODE ETH

 

Fund Policy: Code of Ethics for Principal Executive / Senior Financial Officers

 

COLUMBIA FUNDS

 

Applicable Regulatory Authority

 

Section 406 of the Sarbanes-Oxley Act of 2002; Item 2 of Form N-CSR

Related Policies

 

Overview and Implementation of Compliance Program Policy

Requires Annual Board Approval

 

No but Covered Officers Must provide annual certification

Last Reviewed by AMC

 

June 2018

 

Overview and Statement

 

Item 2 of Form N-CSR, the form used by registered management investment companies to file certified annual and semi-annual shareholder reports, requires a registered management investment company to disclose:

 

·      Whether it has adopted a code of ethics that applies to the investment company’s principal executive officer and senior financial officers and, if it has not adopted such a code of ethics, why it has not done so; and

 

·      Any amendments to, or waivers from, the code of ethics relating to such officers.

 

The Board of each Fund has adopted the following Code of Ethics for Principle Executive and Senior Financial Officers (the “Code”), which sets forth the ethical standards to which the Fund holds its principal executive officer and each of its senior financial officers.

 

This Code should be read and interpreted in conjunction with the Overview and Implementation of Compliance Program Policy.

 

Policy The Board of each Fund has adopted the Code in order to comply with applicable regulatory requirements as outlined below:

 

I.                Covered Officers/Purpose of the Code

 

This Code applies to the Fund’s Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer or Controller (the “Covered Officers”) for the purpose of promoting:

 

·      Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·      Full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC, and in other public communications made by the Fund;

 

·      Compliance with applicable laws and governmental rules and regulations;

 

This document is current as of the last review date but subject to change thereafter.  Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed.  This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Proprietary and Confidential

 

1


 

·      The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

·      Accountability for adherence to the Code.

 

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual or apparent conflicts of interest.

 

II.           Administration of the Code

 

The Board has designated an individual to be primarily responsible for the administration of the Code (the “Code Officer”).  In the absence of the Code Officer, his or her designee shall serve as the Code Officer, but only on a temporary basis.

 

The Board has designated a person who meets the definition of a Chief Legal Officer (the “CLO”) for purposes of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder as the Fund’s CLO.  The CLO of the Fund shall assist the Fund’s Code Officer in administration of this Code.  The Code Officer, in consultation with the CLO, shall be responsible for applying this Code to specific situations (in consultation with Fund counsel, where appropriate) and has the authority to interpret this Code in any particular situation.

 

III.      Managing Conflicts of Interest

 

A “conflict of interest” occurs when a Covered Officer’s personal interest interferes with the interests of, or his or her service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of the Covered Officer’s position with the Fund.  Certain provisions in the 1940 Act and the rules and regulations thereunder and the Advisers Act and the rules and regulations thereunder govern certain conflicts of interest that arise out of the relationships between Covered Officers and the Fund.  If such conflicts are addressed in conformity with applicable provisions of the 1940 Act and the Advisers Act, they will be deemed to have been handled ethically.  The Fund’s and its Adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of those provisions.  This Code does not, and is not intended to, repeat or replace those programs and procedures, and conduct that is consistent with such programs and procedures falls outside of the parameters of this Code.

 

Although they do not typically present an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationships between the Fund and, as applicable, its Adviser, administrator, principal underwriter, pricing and bookkeeping agent and/or transfer agent (each, a “Primary Service Provider”) of which the Covered Officers are also officers or employees.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for a Primary Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Primary

 

2


 

Service Providers and the Fund.  The participation of the Covered Officers in such activities is inherent in the contractual relationships between the Fund and the Primary Service Providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund.  If such conflicts are addressed in conformity with applicable provisions of the 1940 Act and the Advisers Act, they will be deemed to have been handled ethically.  In addition, it is recognized by the Board of the Fund that the Covered Officers also may be officers or employees of one or more other investment companies or organizations affiliated with the sponsor of the Fund covered by other similar codes and that the codes of ethics of those other investment companies or organizations will apply to the Covered Officers acting in such capacities for such other investment companies.

 

This Code covers general conflicts of interest and other issues applicable to the Funds under the Sarbanes-Oxley Act of 2002.  The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interests of the Fund.  Certain examples of such conflicts of interest follow.

 

Each Covered Officer must:

 

·      Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer, or a member of his or her family, would knowingly benefit personally to the detriment of the Fund;

 

·      Not knowingly cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer, or a member of his or her family, rather than the benefit of the Fund;

 

·      Not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

 

·      Report at least annually (or more frequently, as appropriate) known affiliations or other relationships that may give rise to conflicts of interest with respect to the Fund.

 

If a Covered Officer believes that he or she has a potential conflict of interest that is likely to materially compromise his or her objectivity or his or her ability to perform the duties of his or her role as a Covered Officer, including a potential conflict of interest that arises out of his or her responsibilities as an officer or employee of one or more Primary Service Providers or other funds, he or she should consult with the Code Officer, the CLO, the Fund’s outside counsel, or counsel to the Independent Board Members, as appropriate.

 

3


 

Examples of potential conflicts of interest that may materially compromise objectivity or ability to perform the duties of a Covered Officer and which the Covered Officer should consider discussing with the Code Officer or other appropriate person include:

 

·      Service as a director on the board of a public or private company or service as a public official;

 

·      The receipt of a non-de minimus gift when the gift is in relation to doing business directly or indirectly with the Fund;

 

·      The receipt of entertainment from any company with which the Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

·      An ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than the Primary Service Providers or any affiliated person thereof; and

 

·      A direct or indirect material financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

IV.       Disclosure and Compliance

 

It is the responsibility of each Covered Officer:

 

·      To familiarize himself or herself with the disclosure requirements generally applicable to the Fund, as well as the business and financial operations of the Fund;

 

·      To not knowingly misrepresent, and to not knowingly cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s Board, Legal Counsel, Independent Legal Counsel and auditors, and to governmental regulators and self-regulatory organizations;

 

·      To the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Fund and the Primary Service Providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

 

·      To adhere to and, within his or her area of responsibility, promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

4


 

V.            Reporting and Accountability by Covered Officers

 

Each Covered Officer must:

 

·      Upon adoption of the Code or becoming a Covered Officer, acknowledge in writing to the Fund’s Board that he or she has received, read and understands the Code, using the form attached as Appendix A hereto;

 

·      Annually thereafter acknowledge in writing to the Fund’s Board that he or she has received and read the Code and believes that he or she has complied with the requirements of the Code, using the form attached as Appendix B hereto;

 

·      Not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith; and

 

·      Notify the Code Officer promptly if he or she knows of any violation, or of conduct that reasonably could be expected to be or result in a violation, of this Code.  Failure to do so is a violation of this Code.

 

The Fund will follow the policy set forth below in investigating and enforcing this Code:

 

·      The Code Officer will endeavor to take all appropriate action to investigate any potential violation reported to him or her;

 

·      If, after such investigation, the Code Officer believes that no violation has occurred, the Code Officer will so notify the person(s) reporting the potential violation, and no further action is required;

 

·      Any matter that the Code Officer, upon consultation with the CLO, believes is a violation will be reported by the Code Officer or the CLO to the Fund’s Audit Committee;

 

·      The Fund’s Audit Committee will be responsible for granting waivers, as appropriate; and

 

·      This Code and any changes to or waivers of the Code will, to the extent required, be disclosed as provided by SEC rules.

 

VI.       Other Policies

 

This Code shall be the sole code of ethics adopted by the Fund for the purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered management investment companies thereunder.  Insofar as other policies or procedures of the Fund or the Fund’s Primary Service Providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they conflict with the provisions of this Code.  The Fund’s and its Adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the 1940 Act and the more detailed policies and procedures of the

 

5


 

Primary Service Providers as set forth in their respect Compliance Manuals are separate requirements applicable to the Covered Officers and are not part of this Code.

 

VII.  Disclosure of Amendments to the Code

 

Any amendments will, to the extent required, be disclosed in accordance with law.

 

VIII.   Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or this Code or upon advice of counsel, such reports and records shall not be disclosed to anyone other than the Fund’s Board, the Covered Officers, the Code Officer, the CLO, the Fund’s Primary Service Providers and their affiliates, and outside audit firms, legal counsel to the Fund and legal counsel to the Independent Board Members.

 

IX.      Internal Use

 

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

 

Reporting Requirements

 

Each Covered Officer must annually acknowledge in writing to the Fund’s Board that he or she has received and read the Code and believes that he or she has complied with the requirements of the Code, using the form attached as Appendix II hereto.

 

The Code Officer or CLO shall report to the Fund’s Audit Committee any violations of, or material issues arising under, this Code.

 

If the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Fund’s Board, which will consider appropriate action, which may include review of, and appropriate modifications to: Applicable policies and procedures; Notification to the appropriate personnel of the Fund’s Primary Service Providers or their boards; A recommendation to censure, suspend or dismiss the Covered Officer; or Referral of the matter to the appropriate authorities for civil action or criminal prosecution.

 

All material amendments to this Code must be in writing and approved or ratified by the Fund’s Board, including a majority of the Independent Board Members.

 

The Code Officer, in conjunction with the CLO, shall be responsible for administration of this Code and for adopting procedures to ensure compliance with the requirements set forth herein.

 

Any issues that arise under this policy should be communicated to an employee’s immediate supervisor, and appropriately escalated to AMC.  Additionally, AMC will escalate any compliance issues relating to this Code to the Fund CCO and, if warranted, the appropriate Fund Board.

 

6


 

Monitoring/Oversight/Escalation

 

The Code Officer shall be responsible for oversight of compliance with this Code by the Covered Officers.  AMC and Ameriprise Risk & Control Services may perform periodic reviews and assessments of various lines of business, including their compliance with this Code.

 

Recordkeeping

 

All records must be maintained for at least seven years, the first three in the appropriate Ameriprise Financial, Inc. management office.  The following records will be maintained to evidence compliance with this Code: (1) a copy of the information or materials supplied to the Audit Committee or the Board: (i) that provided the basis for any amendment or waiver to this Code; and (ii) relating to any violation of the Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Audit Committee and/or Board; (2) a copy of the policy and any amendments; and (3) a list of Covered Officers and reporting by Covered Officers.

 

7


 

Appendix A

 

INITIAL ACKNOWLEDGEMENT

 

I acknowledge that I have received and read a copy of the Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) and that I understand it.  I further acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined in the Code.

 

I have set forth below (and on attached sheets of paper, if necessary) all known affiliations or other relationships that may give rise to conflicts of interest for me with respect to the Fund.

 

 

 

 

I also acknowledge my responsibility to report any known violation of the Code to the Code Officer, the CLO, the Fund’s outside counsel, or counsel to the Independent Board Members, all as defined in this Code.  I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied.  I also understand that, consistent with applicable law, the Fund has the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in its sole discretion, with or without notice.

 

Covered Officer Name and Title:

 

 

(please print)

 

 

Signature

Date

 

Please return this completed form to the CLO (       ) within one week from the date of your review of these documents.  Thank you!

 


 

Appendix B

 

ANNUAL ACKNOWLEDGEMENT

 

I acknowledge that I have received and read a copy of the Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) and that I understand it.  I further acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined in the Code.

 

I also acknowledge that I believe that I have fully complied with the terms and provisions of the Code during the period of time since the most recent Initial or Annual Acknowledgement provided by me except as described below.

 

 

 

 

I have set forth below (and on attached sheets of paper, if necessary) all known affiliations or other relationships that may give rise to conflicts of interest for me with respect to the Fund.(1)

 

 

 

 

I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied.  I also understand that, consistent with applicable law, the Fund has the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in its sole discretion, with or without notice.

 

Covered Officer Name and Title:

 

 

(please print)

 

 

Signature

Date

 

Please return this completed form to the CLO (       ) within one week from the date of your receipt of a request to complete and return it.  Thank you!

 


(1)    It is acceptable to refer to affiliations and other relationships previously disclosed in prior Initial or Annual Acknowledgements without setting forth such affiliations and relationships again.