As filed with the Securities and Exchange Commission on June 13, 2023
Securities Act File No. 333-269553
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ||||||
Pre-Effective Amendment No. | ☐ | |||||
Post-Effective Amendment No. 1 | ☒ |
COLUMBIA ACORN TRUST
(Exact Name of Registrant as Specified in Charter)
71 S. Wacker, Suite 2500
Chicago, Illinois 60606
Telephone number: 312.634.9200
Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 290 Congress Street Boston, MA 02210 |
Stephen Kusmierczak Daniel J. Beckman Columbia Acorn Trust 71 S. Wacker, Suite 2500 Chicago, Illinois 60606 |
Mary C. Moynihan Perkins Coie LLP 700 13th Street, N.W., Suite 800 Washington, D.C. 20005 |
(Name and Address of Agents for Service)
TITLE OF SECURITIES BEING REGISTERED:
The Information Statement/Prospectus as filed by the Registrant pursuant to Rule 497(b) under the Securities Act of 1933 with the Commission on February 13, 2023 (File No.: 333-269553) (0001193125-23-035190) constitutes Part A of this Post-Effective Amendment No. 1 and is incorporated herein by reference.
The Statement of Additional Information dated February 10, 2023, as filed by the Registrant on Form N-14 (File No.: 333-269553) (0001193125-23-023863) (the Registration Statement) constitutes Part B of this Post-Effective Amendment No. 1 and is incorporated herein by reference.
This Post-Effective Amendment No.1 relates solely to Class A, Class Adv, Class C, Class Inst, Class Inst2 and Class Inst3 shares of Columbia Acorn Fund, a series of the Registrant. This Post-Effective Amendment No. 1 is being filed for the sole purpose of adding to Part C of the Registration Statement (i) the executed tax opinion of Perkins Coie LLP supporting the tax matters discussed in the Information Statement/Prospectus and (ii) a Fee Waiver/Expense Reimbursement Agreement between the Registrant and Columbia Wanger Asset Management, LLC relating to Columbia Acorn Fund.
COLUMBIA ACORN TRUST
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 15. Indemnification
Article VIII of the Agreement and Declaration of Trust of the Registrant (listed as Exhibit 1(a) and incorporated in this filing by reference) provides in effect that Registrant shall provide certain indemnification of its trustees and officers. In accordance with Section 17(h) of the Investment Company Act of 1940, as amended, that provision shall not protect any trustee or officer against any liability to the Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant has entered into Indemnification Agreements with each of the independent trustees which provide that the Registrant shall indemnify and advance expenses to the independent trustees as provided in the Indemnification Agreements and otherwise to the fullest extent permitted by applicable law. The Registrant will indemnify the independent trustees from and against any and all judgments, penalties, fines and amounts paid in settlement, and all expenses actually and reasonably incurred by the independent trustees in connection with a proceeding to which he or she is a party to by reason of his or her position as an independent trustee. The Registrant will not indemnify the independent trustees for monetary settlements or judgments relating to insider trading, disgorgements of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or any liability to the Registrant or its shareholders with respect to a final adjudication that an action or omission by an independent trustee was committed in bad faith, involved active or deliberate dishonesty, or that the trustee engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties.
The Registrant, its trustees and officers, its investment adviser and persons affiliated with them are insured under policies of insurance maintained by Registrant and its investment adviser, respectively, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such trustees or officers. The policies expressly excludes coverage for any trustee or officer whose personal dishonesty, fraudulent breach of trust, lack of good faith, or intention to deceive or defraud has been finally adjudicated or may be established or who willfully fails to act prudently.
Item 16. Exhibits
Note: | As used herein, the term Post-effective Amendment refers to a post-effective amendment to the registration statement of Registrant or its predecessor, The Acorn Fund, Inc., under the Securities Act of 1933 on form S-5, N-1 or N-1A, no. 2-34223. |
Certain exhibits included at this Item 16 are no longer current as of the date of this Post-Effective Amendment No. 1 to the Registrants registration statement on Form N-14. The Registrants current exhibits are included at Item 28 of post-effective amendment No. 116 to the Registrants registration statement on Form N-1A filed on April 27, 2023.
(16) |
Not applicable. | |
(17) |
(a) Columbia Threadneedle Investments Global Personal Account Dealing and Code of Ethics, effective December 2021. (17) | |
(17) |
(b) Code of Ethics for Non-Management Trustees, as amended, effective as of September 19, 2012. (11) | |
1. |
Incorporated by reference to post-effective amendment No. 53 to the Registrants registration statement on form N-1A, Securities Act registration number 2-34223 (the Registration Statement), filed on April 30, 1996. | |
2. |
Incorporated by reference to Registrants post-effective amendment No. 61 to the Registration Statement filed on April 30, 1998. | |
3. |
Incorporated by reference to Registrants post-effective amendment No. 70 to the Registration Statement filed on May 1, 2001. | |
4. |
Incorporated by reference to Registrants post-effective amendment No. 77 to the Registration Statement filed on March 1, 2005. | |
5. |
Incorporated by reference to Registrants post-effective amendment No. 79 to the Registration Statement filed on May 1, 2006. | |
6. |
Incorporated by reference to Registrants post-effective amendment No. 80 to the Registration Statement filed on April 30, 2007. | |
7. |
Incorporated by reference to Registrants post-effective amendment No. 87 to the Registration Statement filed on September 27, 2010. | |
8. |
Incorporated by reference to Registrants post-effective amendment No. 88 to the Registration Statement filed April 29, 2009. | |
9. |
Incorporated by reference to Registrants post-effective amendment No. 91 to the Registration Statement filed on August 17, 2011. | |
10. |
Incorporated by reference to Registrants post-effective amendment No. 93 to the Registration Statement filed on April 27, 2012. | |
11. |
Incorporated by reference to Registrants post-effective amendment No. 95 to the Registration Statement filed on November 7, 2012. | |
12. |
Incorporated by reference to Registrants post-effective amendment No. 99 to the Registration Statement filed on April 30, 2014. | |
13. |
Incorporated by reference to Registrants post-effective amendment No. 103 to the Registration Statement filed on April 29, 2016. | |
14. |
Incorporated by reference to Registrants post-effective amendment No. 105 to the Registration Statement filed on April 28, 2017. | |
15. |
Incorporated by reference to Registrants post-effective amendment No. 112 to the Registration Statement filed on April 29, 2020. | |
16. |
Incorporated by reference to Registrants post-effective amendment No. 114 to the Registration Statement filed on April 28, 2021. | |
17. |
Incorporated by reference to Registrants post-effective amendment No. 115 to the Registration Statement filed on April 28, 2022. | |
18. |
Incorporated by reference to Registrants registration statement on Form N-14 (File No. 333-269553) filed on February 3, 2023. |
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, Columbia Acorn Trust, by the undersigned, duly authorized, in the City of Chicago, and State of Illinois on the 13th day of June, 2023.
COLUMBIA ACORN TRUST | ||
By: | /s/ Stephen Kusmierczak | |
Stephen Kusmierczak, Co-President | ||
By: | /s/ Daniel J. Beckman | |
Daniel J. Beckman, Co-President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on dates indicated.
Name |
Title |
Date | ||
/S/ DAVID J. RUDIS David J. Rudis |
Trustee |
June 13, 2023 | ||
/S/ MAUREEN M. CULHANE Maureen M. Culhane |
Trustee |
June 13, 2023 | ||
/S/ MARGARET M. EISEN Margaret M. Eisen |
Trustee |
June 13, 2023 | ||
/S/ JOHN C. HEATON John C. Heaton |
Trustee |
June 13, 2023 | ||
/S/ DIANNE F. LOB Dianne F. Lob |
Trustee |
June 13, 2023 | ||
/S/ CHARLES R. PHILLIPS Charles R. Phillips |
Trustee |
June 13, 2023 | ||
/S/ DANIEL J. BECKMAN Daniel J. Beckman |
Co-President and Principal Executive Officer |
June 13, 2023 | ||
/S/ MICHAEL G. CLARKE Michael G. Clarke |
Treasurer and Principal Accounting and Financial Officer |
June 13, 2023 |
S-1
Exhibit Index
Exhibit No. |
Description | |
(12) | Opinion and consent of Perkins Coie LLP supporting the tax matters discussed in the Information Statement/Prospectus. | |
(13)(h) | Fee Waiver/Expense Reimbursement Agreement between Columbia Acorn Trust and Columbia Wanger Asset Management, LLC, relating to Columbia Acorn Fund, dated April 22, 2023. |
April 21, 2023
Columbia Acorn Trust
71 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
Ladies and Gentlemen:
Columbia Acorn Trust, a Massachusetts business trust (the Trust), on behalf of Columbia Acorn USA (the Target Fund) and Columbia Acorn Fund (the Acquiring Fund), each a series of the Trust, has requested our opinion regarding certain U.S. federal income tax consequences of the reorganization (the Reorganization) of the Target Fund into the Acquiring Fund.
The Reorganization will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of December 20, 2022, entered into by the Trust, on behalf of the Target Fund and Acquiring Fund, and for purposes of paragraphs 5.3, 7.3, 10.2 and 12.2 thereof only, Columbia Management Investment Advisers, LLC and Columbia Wanger Asset Management, LLC (the Plan). The Reorganization contemplates the transfer of all the assets of the Target Fund to the Acquiring Fund solely in exchange for voting common shares of beneficial interest (Acquisition Shares) of the Acquiring Fund and the assumption by the Acquiring Fund of all the Obligations (as defined in the Plan) of the Target Fund.
For purposes of this opinion, we have examined the Plan and the information statement/prospectus pertaining to the Reorganization, which was filed pursuant to Rule 497(b) under the Securities Act of 1933 with the Commission on February 13, 2023 (0001193125-23-035190) (the Information Statement/Prospectus), as well as the Trusts registration statement on Form N-14 dated February 10, 2023 (File No. 333-269553) (0001193125-23-023863), relating to the Reorganization (the Registration Statement), and such documents and matters of law and fact as we have considered necessary or appropriate. Also for purposes of this opinion, we have reviewed and relied upon representations made to us by duly authorized officers of the Trust, on behalf of itself and each of the Target Fund and the Acquiring Fund, in letters dated as of the date hereof, which you have indicated that we may rely on in rendering this opinion (together, the Representation Letters).
In rendering our opinion, we have assumed, with your consent, that:
i. | The Reorganization will occur in the manner set forth in the Plan and the Registration Statement, to which this opinion is filed as an exhibit. |
ii. | The facts and representations set forth or referred to herein, are true, correct and complete as of the date hereof and will be true, correct and complete as of the date and time of the Closing (as defined in the Plan) (the Effective Time); we have also assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. |
iii. | Shares of each of the Target Fund and the Acquiring Fund are redeemable at net asset value at each shareholders option. Each of the Target Fund and the Acquiring Fund has elected to be taxed as a regulated investment company under Section 851 of the Internal Revenue Code of 1986, as amended (the Code) for all its taxable years, including without limitation the taxable year in which the Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganization occurs. |
No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth herein.
On the basis of the foregoing, it is our opinion, with respect to the Reorganization, that for U.S. federal income tax purposes:
a. | The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the Obligations of the Target Fund, immediately followed by the pro rata, by class, distribution of all the Acquisition Shares so received by the Target Fund to the Target Funds shareholders of record in complete liquidation of the Target Fund and the dissolution of the Target Fund as soon as practicable thereafter, will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a party to a reorganization, within the meaning of Section 368(b) of the Code, with respect to such Reorganization. |
b. | No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquisition Shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the Obligations of the corresponding Target Fund pursuant to Section 1032(a) of the Code. |
c. | No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the Obligations of the Target Fund or upon the distribution (whether actual or constructive) of the Acquisition Shares so received to the Target Funds shareholders solely in exchange for such shareholders shares of the Target Fund in complete liquidation of the Target Fund pursuant to Sections 361(a) and (c) and 357(a) of the Code. |
d. | No gain or loss will be recognized by the Target Funds shareholders upon the exchange, pursuant to the Plan, of all their shares of the Target Fund solely for Acquisition Shares of the Acquiring Fund pursuant to Section 354(a) of the Code. |
e. | The aggregate basis of the Acquisition Shares received by the Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder pursuant to Section 358(a)(1) of the Code. |
f. | The holding period of the Acquisition Shares received by the Target Fund shareholder in the Reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided the Target Fund shares were held as capital assets at the Effective Time pursuant to Section 1223(1) of the Code. |
g. | The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the Effective Time under Section 362(b) of the Code. |
h. | The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund under Section 1223(2) of the Code. |
i. | The Acquiring Fund will succeed to and take into account the items of the corresponding Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the applicable Income Tax Regulations promulgated by the U.S. Treasury Department thereunder (the Income Tax Regulations). |
We express no opinion as to (a) the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or on the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code or (b) any other federal tax issues (except those set forth above) and any state, local or foreign tax issues of any kind.
The opinions expressed herein are based upon the Code, the Income Tax Regulations, the present positions of the Internal Revenue Service (the Service) as set forth in published revenue rulings and revenue procedures, present administrative positions of the Service, and existing judicial decisions, all of which are subject to change prospectively and/or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of the Reorganization.
Our opinion is conditioned upon the performance by the Acquired Fund and the Target Fund of the undertakings in the Plan and the Representation Letters. Except as expressly set forth herein, we do not express any opinion as to any other federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Plan.
This opinion is furnished to each Fund solely for its benefit in connection with its respective Reorganization and is not to be relied upon, for any other purpose, in whole or in part, without our express prior written consent. Shareholders of each Fund may rely on this opinion with respect to the Reorganization involving their Fund, it being understood that we are not establishing any attorney-client relationship with any shareholder of any Fund. This letter is not to be relied upon for the benefit of any other person.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and any amendments thereto, and to the reference to us under the heading Section BAdditional Information About the ReorganizationU.S. Federal Income Tax Status of the Reorganization in the Information Statement/Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Perkins Coie LLP
PERKINS COIE LLP
| ||
Columbia Wanger Asset Management, LLC 71 South Wacker, Suite 2500 Chicago, IL 60606, USA columbiathreadneedle.com |
April 22, 2023
Columbia Acorn Trust
71 S. Wacker Drive
Suite 2500
Chicago, Illinois 60606
Ladies and Gentlemen:
As of the date hereof, this agreement replaces that certain Fee Waiver and Expense Reimbursement Agreement dated as of May 1, 2022, between Columbia Wanger Asset Management, LLC (CWAM) and Columbia Acorn Trust (the Trust) on behalf of Columbia Acorn Fund (the Fund), that would otherwise continue through April 30, 2023. CWAM hereby contractually undertakes as of the date hereof with respect to the Fund, a series of the Trust, to waive fees and reimburse certain expenses of the Fund, through April 30, 2025, such that total Fund ordinary operating expenses (excluding transaction costs and certain other investment-related expenses, and interest and fees on borrowings and expenses associated with the Funds investment in other investment companies, if any) do not exceed the annual rates of:
| 1.08% of the Funds average daily net assets attributable to Class A shares; |
| 0.83% of the Funds average daily net assets attributable to Class Adv shares; |
| 1.83% of the Funds average daily net assets attributable to Class C shares; |
| 0.83% of the Funds average daily net assets attributable to Institutional Class shares; |
| 0.80% of the Funds average daily net assets attributable to Institutional 2 Class shares; and |
| 0.75% of the Funds average daily net assets attributable to Institutional 3 Class shares. |
This agreement may not be modified or terminated without the approval of the Funds Board of Trustees and CWAM.
This undertaking shall be binding upon any successors and assignees of CWAM.
Very truly yours, | ||
COLUMBIA WANGER ASSET MANAGEMENT, LLC | ||
By: | /s/ Joseph C. LaPalm | |
Name: Joseph C. LaPalm | ||
Title: Chief Compliance Officer |
Agreed and accepted by COLUMBIA ACORN TRUST, on behalf of its series Columbia Acorn Fund | ||
By: | /s/ Stephen Kusmierczak | |
Name: Stephen Kusmierczak | ||
Title: Co-President |
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