UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
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Columbia Funds Series Trust I
(Name of Registrant As Specified In Its Charter)
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MULTI-MANAGER DIRECTIONAL ALTERNATIVE STRATEGIES FUND
A SERIES OF COLUMBIA FUNDS SERIES TRUST I
290 Congress Street
Boston, MA 02210
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF INFORMATION STATEMENT
_________, 2024
As a shareholder of Multi-Manager Directional Alternative Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust I, you are receiving this notice regarding the internet availability of an information statement (the “Information Statement”) relating to, among other changes, the hiring of a new subadviser, Summit Partners Public Asset Management, LLC (“Summit”) with respect to a sleeve of the Fund formerly managed by J.P. Morgan Investment Management Inc. (“JPMIM”). This notice presents only an overview of the more complete Information Statement that is available to you on the internet or, upon request, by mail. We encourage you to access and review all of the important information contained in the Information Statement. As described below, the Information Statement is for informational purposes only and, as a shareholder of the Fund, you need not take any action.
Summary of Information Statement
The Information Statement details the hiring of a new subadviser with respect to a sleeve of the Fund formerly managed by JPMIM and related changes. At a meeting of the Fund’s Board of Trustees (the “Board”) on March 14, 2024, the Board approved, among other things: (i) a subadvisory agreement (the “Subadvisory Agreement”) between Columbia Management Investment Advisers, LLC (the “Investment Manager”) and Summit with respect to the Fund; and (ii) modifications to the Fund’s principal investment strategies to reflect Summit’s investment process for the portion of the Fund it would manage.
The Subadvisory Agreement went into effect on July 24, 2024.
The Investment Manager has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission that permits the Investment Manager, subject to the approval of the Board, to appoint unaffiliated subadvisers by entering into subadvisory agreements with them, and to change in material respects the terms of those subadvisory agreements, including the fees paid thereunder, for the Fund without first obtaining shareholder approval, thereby avoiding the expense and delays typically associated with obtaining shareholder approval. Although approval by the Fund’s shareholders of a new agreement or material changes to an existing agreement is not required, the Manager of Managers Order requires that an Information Statement be made available to the Fund’s shareholders.
Accessing Information Statement
By sending you this notice, the Fund is notifying you that it is making the Information Statement available to you via the internet in lieu of mailing you a paper copy. You may view and print the full Information Statement on the Fund’s website at https://www.columbiathreadneedleus.com/investor/resources/literature/fund-information-statements/. The Information Statement will be available on the website until at least __________, 2024. To view
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and print the Information Statement, click on the link for the Information Statement. You may request a paper copy or PDF via email of the Information Statement be sent to you, free of charge, by contacting the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling (toll-free) 800-345-6611 by ________, 2025. If you do not request a paper copy or PDF via email by this date, you will not otherwise receive a paper or email copy. The Fund’s most recent annual and semiannual reports are also available upon request, without charge, by contacting your financial intermediary, by writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling 800-345-6611.
The Fund will mail only one copy of this notice to a household, even if more than one person in a household is a Fund shareholder of record, unless the Fund has received contrary instructions from at least one of the shareholders. If you need additional copies of this notice and you are a holder of record of your shares, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling 800-345-6611. If your shares are held in broker street name, please contact your financial intermediary to obtain additional copies of this notice. If in the future you do not want the mailing of notices to be combined with those of other members of your household, or if you have received multiple copies of this notice and want future mailings to be combined with those of other members of your household, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104, or by calling 800-345-6611, or contact your financial intermediary. The Fund undertakes to deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered.
If you want to receive a paper copy of the Information Statement, you must request one.
There is no charge to you for requesting a copy.
[________(XX/24)]
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MULTI-MANAGER DIRECTIONAL ALTERNATIVE STRATEGIES FUND
A SERIES OF COLUMBIA FUNDS SERIES TRUST I
290 CONGRESS STREET
BOSTON, MA 02210
INFORMATION STATEMENT
NOTICE REGARDING SUBADVISER
An Important Notice Regarding the Internet Availability of Information Statement is being mailed on or about __________, 2024. This Information Statement is being made available to shareholders of Multi-Manager Directional Alternative Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust I (the “Trust”), in lieu of a proxy statement, pursuant to the terms of an exemptive order (the “Manager of Managers Order”) that Columbia Management Investment Advisers, LLC (the “Investment Manager”) received from the U.S. Securities and Exchange Commission (the “SEC”). The Manager of Managers Order permits the Investment Manager, subject to certain conditions such as approval by the Fund’s Board of Trustees (the “Board”), and without approval by shareholders, to retain an unaffiliated subadviser (or subadvisers) to manage the Fund.
This Information Statement Is For Informational Purposes Only And No Action Is Requested On Your Part. We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A Proxy.
THE FUND AND ITS MANAGEMENT AGREEMENT
The Investment Manager, located at 290 Congress Street, Boston, MA 02210, serves as investment manager to the Fund pursuant to a management agreement (the “Management Agreement”), amended and restated as of June 1, 2023 and most recently renewed at a meeting of the Board on June 27, 2024.
Under the Management Agreement, the Investment Manager, among other duties, can manage a portion of the Fund’s assets and also monitors the performance of each subadviser on an ongoing basis. Factors it considers with respect to the selection and retention of a subadviser are, among others: the qualifications of the subadviser’s investment personnel, its investment philosophy and process, its compliance program, and its long-term performance results. As compensation for its services, the Investment Manager receives a management fee from the Fund and, from this management fee, the Investment Manager pays each subadviser a subadvisory fee.
Subadvisers serve pursuant to separate subadvisory agreements with the Investment Manager under which a subadviser manages all or a portion of a fund’s investment portfolio, as allocated to a subadviser by the Investment Manager, and provides related compliance and record-keeping services. In accordance with procedures adopted by the Board, affiliated broker-dealers of a subadviser may execute portfolio transactions for a subadvised fund and receive brokerage commissions in connection with those transactions as permitted by Rule 17e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), or separate SEC exemptive relief. A subadviser is allowed to use soft dollar arrangements in which it directs brokerage commissions to brokers to pay for research services it receives, provided that the subadviser’s procedures are consistent with the Fund’s and the Investment Manager’s policies.
SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC AND THE NEW SUBADVISORY AGREEMENT
At meetings of the Board and its committees on March 12-14, 2024 (the “March Meeting”), the Board, including a majority of the Board members who are not interested persons of the Fund within the meaning of the 1940 Act (the “Independent Trustees”), approved, in accordance with the recommendation of the Investment Manager, (i) a subadvisory agreement (the “Subadvisory Agreement”) between the Investment Manager and Summit Partners Public Asset Management, LLC (“Summit”) with respect to the Fund to manage a portion of the Fund’s assets previously managed by J.P. Morgan Investment Management Inc. (“JPMIM”); and (ii) modifications to the Fund’s principal investment strategies to reflect Summit’s investment process for the portion of the Fund it would
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manage. The Subadvisory Agreement went into effect on July 24, 2024. Allspring Global Investments, LLC (“Allspring”) and Boston Partners Global Investors, Inc. (“Boston Partners”) continue to serve as subadvisers to the Fund, and there were no changes to the subadvisory agreements between the Investment Manager and either Allspring or Boston Partners. Prior to September 5, 2023, JPMIM also served as a subadviser to the Fund.
Management Fees Paid to the Investment Manager and Subadvisory Fees Paid to Summit
Under the Management Agreement, the Fund pays the Investment Manager a management fee as follows:
Multi-Manager Directional Alternative Strategies Fund
Net Assets | Annual rate | |||
All assets | 1.60 | % | ||
The table above represents the fee rate payable by the Fund to the Investment Manager, which has not changed as a result of the changes discussed above.
The following table represents the actual fees paid to the Investment Manager and to the subadvisers, along with an estimate of the fees that would have been paid to the subadvisers had the Subadvisory Agreement been in place.
Fees Paid to Investment Manager in Dollars and as a % of Average Daily Net Assets of the Fund(1)(2) | Aggregate Subadvisory Fee | Estimated Aggregate Subadvisory | Difference in the Aggregate | |||||||||||
| $4,305,690 | 1.60% | $1,793,586 | 0.672% | $2,279,297 | 0.852% | $485,710.94 | 0.180% | |||||||
| (1) | All fees are for the fiscal year ended April 30, 2024. |
| (2) | The Investment Manager uses these fees to pay the subadvisers. |
| (3) | Prior to September 5, 2023, JPMIM also served as a subadviser to the Fund. |
INFORMATION ABOUT SUMMIT
Summit is a Delaware limited liability company and has been registered with the SEC since 2015. Summit Partners, L.P. is the managing member of Summit. Summit provides investment supervisory services to its clients, including investment funds privately offered to qualified investors in the United States and elsewhere and separately managed account clients. Summit had approximately $1.8 billion in net assets under management as of June 30, 2024, and its principal offices are located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
The following table provides information on the principal executive officers and directors of Summit:
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Name | Title/Responsibilities | Address | ||
| Erin H. White | Chief Compliance Officer | 222 Berkeley Street, 18th Floor, Boston, MA 02116 | ||
| Adam H. Hennessey | Chief Financial Officer & Limited Partner | 222 Berkeley Street, 18th Floor, Boston, MA 02116 | ||
| Peter Y. Chung | Chief Executive Officer & Limited Partner | 222 Berkeley Street, 18th Floor, Boston, MA 02116 | ||
| Scott C. Collins | Chief Operating Officer & Limited Partner | 222 Berkeley Street, 18th Floor, Boston, MA 02116 | ||
Summit does not manage any other funds with investment objectives substantially similar to the Fund, as noted herein.
Board Consideration and Approval of the Subadvisory Agreement
At its March Meeting, the Fund’s Board of Trustees, including a majority of the Independent Trustees, upon the recommendation of the Investment Manager, unanimously approved the Subadvisory Agreement between the Investment Manager and Summit with respect to the Fund.
At the March Meeting, independent legal counsel to the Independent Trustees reviewed with the Board the legal standards for consideration by directors/trustees of advisory and subadvisory agreements and referred to the various written materials and oral presentations received by the Board, its Investment Review Committee and Compliance Committee in connection with the Board’s evaluation of Summit’s proposed services.
The Trustees held discussions with the Investment Manager and Summit and reviewed and considered various written materials and oral presentations in connection with the evaluation of Summit’s proposed services, including the reports from management with respect to the fees and terms of the proposed Subadvisory Agreement and Summit’s investment strategy/style and performance. In considering the Subadvisory Agreement, the Board reviewed, among other things:
| • | Terms of the Subadvisory Agreement; |
| • | Subadvisory fees payable by the Investment Manager under the Subadvisory Agreement; |
| • | Descriptions of various services proposed to be performed by Summit under the Subadvisory Agreement, including portfolio management and portfolio trading practices; |
| • | Information regarding the experience and resources of Summit, including information regarding senior management, portfolio managers, and other personnel; |
| • | Information regarding the capabilities of Summit’s compliance program; and |
| • | The profitability to the Investment Manager and its affiliates from their relationships with the Fund. |
Nature, Extent and Quality of Services
The Board considered its analysis of the reports and presentations received by it, detailing the services proposed to be performed by Summit as a subadviser for the Fund, as well as the history, expertise, resources and relative capabilities, and the qualifications of the personnel of Summit. The Board considered the diligence and selection process undertaken by the Investment Manager to select Summit, including the Investment Manager’s rationale for recommending Summit, and the process for monitoring Summit’s ongoing performance of services for the Fund. The Board observed that Summit’s compliance program had been reviewed by the Fund’s Chief Compliance
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Officer and was determined by him to be reasonably designed to prevent violation of the federal securities laws with respect to the provision of services to the Fund. The Board also observed that information had been presented regarding Summit’s ability to carry out its responsibilities under the proposed Subadvisory Agreement. The Board also considered the information provided by management regarding the personnel, risk controls, philosophy, and investment processes of Summit. The Board also noted the presentation by Summit to the Board’s Investment Review Committee.
The Board also discussed the acceptability of the terms of the proposed Subadvisory Agreement. Independent legal counsel noted that the proposed Subadvisory Agreement was generally similar in scope and form to subadvisory agreements applicable to other subadvised Funds, including those already in effect for the Fund.
After reviewing these and related factors, the Board concluded, within the context of their overall conclusions, that the expected nature, extent and quality of the services to be provided to the Fund supported the approval of the Subadvisory Agreement.
Investment Performance of Summit
The Board observed Summit’s relevant performance results versus industry benchmarks, versus the other subadvisers of the Fund and versus peers over various periods, noting competitive results versus peers and industry benchmarks over certain of the 1-, 3- and 5-year periods ended December 31, 2023.
After reviewing these and related factors, the Board concluded, within the context of their overall conclusions, that the performance of Summit, in light of other considerations, supported the approval of the Subadvisory Agreement.
Comparative Fees, Costs of Services Provided and Profitability
The Board reviewed the proposed level of subadvisory fees under the proposed Subadvisory Agreement, noting that the proposed subadvisory fees payable to Summit would be paid by the Investment Manager and would not impact the fees paid by the Fund. The Board observed that the proposed subadvisory fees for Summit are within a reasonable range of subadvisory fees paid by the Investment Manager to the subadvisers of other Funds with similar strategies. The Trustees observed that management fees, which were not proposed to change, remain within the range of other peers and that the Fund’s expense ratio also remains within the range of other peers.
Additionally, the Board considered the expected minor increase in the total profitability of the Investment Manager and its affiliates in connection with the hiring of Summit. Because the Subadvisory Agreement was negotiated at arms-length by the Investment Manager, which is responsible for payments to the subadviser thereunder, the Board did not consider the profitability to Summit from its relationship with the Fund.
After reviewing these and related factors, the Board concluded, within the context of their overall conclusions, that the proposed level of subadvisory fees, anticipated costs of services provided and the expected profitability to the Investment Manager and its affiliates from their relationships with the Fund supported the approval of the Subadvisory Agreement.
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Economies of Scale
The Board also considered the economies of scale that may be realized by the Investment Manager and its affiliates as the Fund grows and took note of the extent to which shareholders might also benefit from such growth. The Board considered, in this regard, the expected increase in profitability to the Investment Manager from its management agreement with the Fund as a result of the proposed engagement of Summit. The Board took into account, in this regard, the significant oversight services provided by the Investment Manager to the Fund. The Board also observed that fees to be paid under the Subadvisory Agreement would not impact fees paid by the Fund (as subadvisory fees are paid by the Investment Manager and not the Fund). The Board observed that the Fund’s management agreement with the Investment Manager continues to provide for sharing of economies of scale as management fees decline as assets increase at pre-established breakpoints. The Board also noted, for the Subadvisory Agreement, that there were no breakpoints proposed for Summit’s fees.
Conclusion
The Board reviewed all of the above considerations in reaching its decision to approve the Subadvisory Agreement. In reaching its conclusions, no single factor was determinative.
On March 14, 2024, the Board, including all of the Independent Trustees, determined that fees payable under the Subadvisory Agreement appeared fair and reasonable in light of the services proposed to be provided and approved the Subadvisory Agreement.
ADDITIONAL INFORMATION ABOUT THE FUND
In addition to acting as the Fund’s investment manager, the Investment Manager and certain of its affiliates also receive compensation for providing other services to the Fund.
Administrator
The Investment Manager serves as the administrator of the Fund.
Principal Underwriter
Columbia Management Investment Distributors, Inc., located at 290 Congress Street, Boston, MA 02210, serves as the principal underwriter and distributor of the Fund.
Transfer Agent
Columbia Management Investment Services Corp., located at 290 Congress Street, Boston, MA 02210, serves as the transfer agent of the Fund.
FINANCIAL INFORMATION
The Fund’s most recent annual report and semiannual report are available upon request, without charge, by contacting your financial intermediary, writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104, calling 800.345.6611 or online at https://www.columbiathreadneedleus.com/investor.
RECORD OF BENEFICIAL OWNERSHIP
As of _______, 2024, American Enterprise Investment Service, 707 2nd Avenue S, Minneapolis, MN 55402-2405 owned [100%] of the outstanding shares of the Fund.
As of __________, 2024, Board members and officers of the Fund owned [less than 1%] of the Fund.
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SHAREHOLDER PROPOSALS
The Fund is not required to hold regular meetings of shareholders each year. Meetings of shareholders are held from time to time and shareholder proposals intended to be presented at future meetings must be submitted in writing to the Fund in a reasonable time prior to the solicitation of proxies for any such meetings.
HOUSEHOLDING
If you request a mailed copy of this information statement, the Fund will mail only one copy of this information statement to a household, even if more than one person in a household is a Fund shareholder of record, unless the Fund has received contrary instructions from one or more of the shareholders. If you need additional copies of this information statement and you are a holder of record of your shares, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling 800-345-6611. If your shares are held in broker street name, please contact your financial intermediary to obtain additional copies of this information statement. If in the future you do not want the mailing of information statements to be combined with those of other members of your household, or if you have received multiple copies of this information statement and want future mailings to be combined with those of other members of your household, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104, or by calling 800-345-6611, or contact your financial intermediary. The Fund undertakes to deliver promptly upon written or oral request a separate copy of the information statement to a security holder at a shared address to which a single copy of the document was delivered.
[_________(XX/24)]
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