0001193125-20-233009.txt : 20200827 0001193125-20-233009.hdr.sgml : 20200827 20200827154400 ACCESSION NUMBER: 0001193125-20-233009 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200827 DATE AS OF CHANGE: 20200827 EFFECTIVENESS DATE: 20200827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA FUNDS SERIES TRUST I CENTRAL INDEX KEY: 0000773757 IRS NUMBER: 363376651 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-236645 FILM NUMBER: 201142560 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 800-345-6611 MAIL ADDRESS: STREET 1: 225 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA FUNDS TRUST IX DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY STEIN ROE FUNDS MUNICIPAL TRUST DATE OF NAME CHANGE: 19991025 FORMER COMPANY: FORMER CONFORMED NAME: STEINROE MUNICIPAL TRUST DATE OF NAME CHANGE: 19920703 POS EX 1 d84213dposex.htm COLUMBIA FUNDS SERIES TRUST I COLUMBIA FUNDS SERIES TRUST I

(As filed with the Securities and Exchange Commission on August 27, 2020.

Securities Act File No. 333-236645

 

 

 

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 FUNDS SERIES TRUST I

(Exact Name of Registrant as Specified in Charter)

 

 

225 Franklin Street, Boston, Massachusetts 02110

(Address of Principal Executive Officers) (Zip Code)

(800) 345-6611

Registrant’s Telephone Number, Including Area Code:

 

 

 

Christopher O. Petersen, Esq.   Ryan C. Larrenaga, Esq.
c/o Columbia Management Investment Advisers, LLC   c/o Columbia Management Investment Advisers, LLC
225 Franklin Street   225 Franklin Street
Boston, Massachusetts 02110   Boston, Massachusetts 02110
(Name and Address of Agents for Service)

 

 

With a copy to:

Deborah Bielicke Eades

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

 

 

The Combined Information Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, in Pre-Effective Amendment No. 1 to Registrant’s Form N-14/A (File No. 333-236645) that was declared effective with the Commission under the Securities Act of 1933, as amended, on April 16, 2020 (Accession Number 0001193125-20-105468) constitute Part A and Part B of this Post-Effective Amendment No. 1 and are incorporated herein by reference.

This Post-Effective Amendment relates solely to Class A, Class Adv, Class C, Class Inst, Class Inst2, and Class Inst3 shares of the Columbia Small Cap Value Fund I, a series of the Registrant. This amendment is being filed for the sole purpose of adding to Part C of the Registration Statement the executed tax opinion of Vedder Price P.C. supporting the tax matters discussed in the Combined Information Statement/Prospectus.

 

 

 


COLUMBIA FUNDS SERIES TRUST I

PART C

OTHER INFORMATION

PART C. OTHER INFORMATION

Item 15. — Indemnification

Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this registration statement.

Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she 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 or her office. In accordance with Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Person’s office.

Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement. The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.

The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.

 

Item 16.

Exhibits

 

(1)    (a)(i) Second Amended and Restated Agreement and Declaration of Trust, dated August  10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(1)), filed on September 16, 2005.
(1)    (a)(ii) Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September  19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(2)), filed on September 16, 2005.


(1)    (a)(iii) Amendment No. 2 to Second Amended and Restated Agreement and Declaration of Trust, effective December  13, 2017, is incorporated by reference to Post-Effective Amendment No. 313 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(3)), filed on January 16, 2018.
(1)    (a)(iv) Amendment No. 3 to Second Amended and Restated Agreement and Declaration of Trust, effective March  7, 2018, is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(4)), filed on March 29, 2018.
(1)    (a)(v) Amendment No. 4 to Second Amended and Restated Agreement and Declaration of Trust, effective December  13, 2018, is incorporated by reference to Post-Effective Amendment No. 342 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(5)), filed on December 21, 2018.
(1)    (a)(vi) Amendment No. 5 to Second Amended and Restated Agreement and Declaration of Trust, effective June  12, 2019, is incorporated by reference to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(6)), filed on June 21, 2019.
(1)    (a)(vii) Amendment No. 6 to Second Amended and Restated Agreement and Declaration of Trust, effective December  11, 2019, is incorporated by reference to Post-Effective Amendment No. 369 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (a)(7)) filed on December 20, 2019.
(2)    Amended and Restated By-laws of the Registrant, effective October  20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (b)), filed on December 22, 2015.
(3)    Not applicable.
(4)    Agreement and Plan of Reorganization is incorporated by reference to Registration Statement No.  333-236645 of the Registrant on Form N-14, filed on February 26, 2020.
(5)    Articles III and V of the Registrant’s Second Amended and Restated Declaration of Trust dated August  10, 2005 define the rights of holders of securities being registered.
(6)    (a)(i) Amended and Restated Management Agreement, as of April  25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, is incorporated by reference to Post-Effective Amendment No.  257 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 27, 2016.
(6)    (a)(ii) Schedule A and Schedule B, as of July  1, 2019, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, amended and restated as of April  25, 2016, are incorporated by reference to Post-Effective Amendment No. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(1)(i)), filed on July 29, 2019.
(6)    (a)(iii) Form of Schedule A and Schedule B to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, amended and restated as of April 25, 2016, is incorporated by reference to Registration Statement No. 333-236645 of the Registrant on Form N-14, filed on February 26, 2020.

 

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(6)    (b)(i) Amended and Restated Management Agreement, as of October  25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, effective June 16, 2015, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)), filed on October 31, 2016.
(6)    (b)(ii) Schedule A and Schedule B, as of August  7, 2019, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of October 25, 2016, are incorporated by reference to Post-Effective Amendment No.  357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(2)(i)), filed on September 3, 2019.
(6)    (c)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated March  7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(3)), filed on May 30, 2014.
(6)    (c)(ii) Addendum, dated March 7, 2012, to the Subadvisory Agreement, dated March  7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(1)), filed on May 30, 2014.
(6)    (c)(iii) Amendment No. 1, dated August 18, 2016 to the Subadvisory Agreement dated March  7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Directional Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No.  276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(ii)), filed on September 30, 2016.
(6)    (c)(iv) Amended and Restated Subadvisory Agreement, dated December  13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, on behalf of Multi-Manager Alternative Strategies Fund, is incorporated by reference to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(iii)), filed on June 21, 2019.
(6)    (c)(v) Amendment No. 1, as of June  12, 2019, to the Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated December 13, 2018, is incorporated by reference to Post-Effective Amendment No.  360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(iv)), filed on September 24, 2019.
(6)    (c)(vi) Addendum, dated December 13, 2018, to the Subadvisory Agreement dated December  13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC with respect to ASMF Offshore Fund, Ltd., is incorporated by reference to Post-Effective Amendment No. 351 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(iv)), filed on June 21, 2019.
(6)    (c)(vii) Addendum, dated June 12, 2019, to the Amended and Restated Subadvisory Agreement dated December  13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC with respect to CMSAF2 Offshore Fund, Ltd, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(vi)), filed on September 24, 2019.

 

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(6)    (d)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment No. 259 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 16, 2016.
(6)    (d)(ii) Amendment No. 1, dated June  29, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment No.  338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)(i)), filed on November 27, 2018.
(6)    (d)(iii) Amendment No. 2, dated December  11, 2019, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment No.  369 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(4)(ii)) filed on December 20, 2019.
(6)    (e)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated February 6, 2013, last amended November 1, 2019, is incorporated by reference to Post-Effective Amendment No. 369 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(5)) filed on December 20, 2019.
(6)    (e)(ii) Addendum – Authorization to Enter Into Over-The-Counter And/Or Exchange Traded Derivatives between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)(1)), filed on May 30, 2014.
(6)    (f)(i) Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited, dated March  5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(10)), filed on August 26, 2015.
(6)    (f)(ii) Amendment No. 1, dated December  19, 2014, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(i)), filed on August 26, 2015.
(6)    (f)(iii) Amendment No. 2, dated March  4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(ii)), filed on August 26, 2015.
(6)    (f)(iv) Amendment No. 3, dated June  10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iii)), filed on August 26, 2015.
(6)    (f)(v) Amendment No. 4, dated August  17, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)(iv)), filed on April 26, 2018.
(6)    (f)(vi) Form of Amendment No.  5, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)(v)), filed on May 4, 2018.

 

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(6)    (f)(vii) Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March  5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CMSAF1 Offshore Fund Ltd. (formerly, CAAF Offshore Fund Ltd.), a subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund), is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vii)), filed on August 26, 2015.
(6)    (g) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC, dated November  7, 2019, is incorporated by reference to Post-Effective Amendment No. 369 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(7)) filed on December 20, 2019.
(6)    (h)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June  11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(11)), filed on August 28, 2014.
(6)    (h)(ii) Amendment No. 1, dated June  1, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(11)(i)), filed on November 27, 2018.
(6)    (h)(iii) Amendment No. 2, dated December  11, 2019, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June 11, 2014 and amended June 1, 2018, is incorporated by reference to Post-Effective Amendment No.  369 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)(ii)) filed on December 20, 2019.
(6)    (i)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 30, 2014.
(6)    (i)(ii) Amendment No. 1, dated March  9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No.  256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(14)(i)), filed on April 11, 2016.
(6)    (i)(iii) Amendment No. 2, dated December  11, 2019, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013 and amended March  9, 2016 is incorporated by reference to Post-Effective Amendment No. 369 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(9)(ii)) filed on December 20, 2019.
(6)    (j)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October  20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(16)), filed on October 26, 2015.
(6)    (j)(ii) Amendment No. 1, as of May  1, 2017, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(13)(i)), filed on April 26, 2017.

 

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(6)    (j)(iii) Amendment No. 2, as of August  2, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(13)(ii), filed on November 27, 2018.
(6)    (k)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies Fund, dated August 18, 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on September 30, 2016.
(6)    (k)(ii) Amendment No. 1, dated June  26, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies Fund, dated August  18, 2016, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(14)(i)), filed on November 27, 2018.
(6)    (l) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Wells Capital Management Incorporated, on behalf of Multi-Manager Directional Alternative Strategies Fund, dated November 1, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on November 27, 2018.
(6)    (m)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, dated January 25, 2017, is incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on February 7, 2017.
(6)    (m)(ii) Amendment No. 1, dated May  31, 2018, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, dated January  25, 2017, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (d)(16)(i)), filed on November 27, 2018.
(6)    (m)(iii) Amendment No. 2, dated December  11, 2019, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, dated January  25, 2017 and amended May 31, 2018, is incorporated by reference to Post-Effective Amendment No. 369 to Registration Statement No.  2-99356 of the Registrant on Form N-1A (Exhibit (d)(13)(ii)) filed on December 20, 2019.
(6)    (n) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Manulife Asset Management (US) LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective September 13, 2017, is incorporated by reference to Post-Effective Amendment No. 304 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on September 13, 2017.
(6)    (o) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Arrowstreet Capital, Limited Partnership, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on May 4, 2018.
(6)    (p) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Baillie Gifford Overseas Limited, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(19)), filed on May 4, 2018.

 

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(6)    (q) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Causeway Capital Management LLC, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on May 4, 2018.
(6)    (r)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AlphaSimplex Group, LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective May 23, 2018, is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on May 23, 2018.
(6)    (r)(ii) Addendum to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AlphaSimplex Group, LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective May 23, 2018, is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(21)(i)), filed on May 23, 2018.
(6)    (s) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Voya Investment Management Co. LLC, on behalf of Multi-Manager Total Return Bond Strategies Fund, dated December 6, 2018, is incorporated by reference to Post-Effective Amendment No. 339 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 6, 2018.
(6)    (t) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and  J.P. Morgan Investment Management Inc., on behalf of Multi-Manager Small Cap Equity Strategies Fund, dated December 19, 2018, is incorporated by reference to Post-Effective Amendment No. 341 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 19, 2018.
(6)    (u) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Hotchkis and Wiley Capital Management, LLC, on behalf of Multi-Manager Small Cap Equity Strategies Fund, effective February 13, 2019, is incorporated by reference to Post-Effective Amendment No. 344 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on February 13, 2019.
(6)    (v)(i) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and QMA LLC, on behalf of Columbia Multi Strategy Alternatives Fund, effective September 24, 2019, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on September 24, 2019.
(6)    (v)(ii) Addendum to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and QMA LLC, on behalf of Columbia Multi Strategy Alternatives Fund, effective September 24, 2019, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)(i)), filed on September 24, 2019.
(6)    (w) Management Agreement between Columbia Management Investment Advisers, LLC and CMSAF1 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund (formerly Columbia Alternative Beta Fund), effective July 15, 2019, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on September 24, 2019.
(6)    (x) Management Agreement between Columbia Management Investment Advisers, LLC and CMSAF2 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund, effective July 3, 2019, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(24)), filed on September 24, 2019.

 

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(6)    (y) Management Agreement between Columbia Management Investment Advisers, LLC and CMSAF3 Offshore Fund Ltd., a subsidiary of Columbia Multi Strategy Alternatives Fund, effective July 3, 2019, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(25)), filed on September 24, 2019.
(6)    (z) Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 22, 2015.
(6)    (aa) Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 22, 2015.
(7)    (a)(i) Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 11, 2016.
(7)    (a)(ii) Restated Schedule I, effective July 1, 2019, and Schedule  II to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, are incorporated by reference to Post-Effective Amendment No.  353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)(i)), filed on July 29, 2019.
(7)    (b) Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (e)(2)) filed on June 27, 2019.
(8)    Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (f)), filed on May 30, 2014.
(9)    (a)(i) Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March  7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (g)(2)), filed on April 29, 2011.
(9)    (a)(ii) Addendum to Master Global Custody Agreement (related to Multi-Manager Alternative Strategies Fund, Multi-Manager Total Return Bond Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund and Multi-Manager Growth Strategies Fund), dated March 9, 2012 and Addendum to Master Global Custody Agreement (related to Columbia Adaptive Risk Allocation Fund), dated June 11, 2012, are incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 30, 2014.
(9)    (a)(iii) Addendum to Master Global Custody Agreement (related to Columbia Multi Strategy Alternatives Fund), dated January  15, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (g)(3)), filed on February 27, 2015.

 

8


(9)    (a)(iv) Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on March 24, 2015.
(9)    (a)(v) Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund and Columbia Pacific/Asia Fund), dated March 6, 2018, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(5)), filed on March 29, 2018.
(9)    (a)(vi) Addendum to Master Global Custody Agreement (related to Multi-Manager Directional Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(6)), filed on September 30, 2016.
(9)    (a)(vii) Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2020 Fund, Columbia Adaptive Retirement 2030 Fund, Columbia Adaptive Retirement 2040 Fund, Columbia Adaptive Retirement 2050 Fund, Columbia Adaptive Retirement 2060 Fund, Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio) is incorporated by reference to Post-Effective Amendment No. 308 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(7)), filed on October 20, 2017.
(9)    (a)(viii) Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2025 Fund, Columbia Adaptive Retirement 2035 Fund, Columbia Adaptive Retirement 2045 Fund and Columbia Adaptive Retirement 2055 Fund) is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(8)), filed on March 29, 2018.
(9)    (a)(ix) Addendum to Master Global Custody Agreement (related to Multi-Manager International Equity Strategies Fund) is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(9)), filed on May 4, 2018.
(9)    (a)(x) Addendum to Master Global Custody Agreement (related to Overseas SMA Completion Portfolio) is incorporated by reference to Post-Effective Amendment No. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(10)), filed on September 3, 2019.
(9)    (a)(xi) Addendum to Master Global Custody Agreement (related to Multisector Bond SMA Completion Portfolio), is incorporated by reference to Post-Effective Amendment No. 364 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(11)), filed on October 25, 2019.
(9)    (a)(xii) Addendum, effective April  1, 2016, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 297 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(7)), filed on May 30, 2017.
(10)    (a) Amended and Restated Distribution Plan, as of August 7, 2019, is incorporated by reference to Post-Effective Amendment No.  357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on September 3, 2019.
(10)    (b) Amended and Restated Shareholder Servicing Plan, as of August  7, 2019, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on September 3, 2019.

 

9


(10)    (c) Amended and Restated Shareholder Services Plan, as of June 14, 2017, for Registrant’s Class  V (formerly known as Class T) shares is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(3)), filed on July 28, 2017.
(10)    (d)(i) Shareholder Servicing Plan Implementation Agreement, amended and restated as of June  14, 2017, for Registrant’s Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No.  299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on July 28, 2017.
(10)    (d)(ii) Restated Schedule I, effective June  14, 2017, to Shareholder Servicing Plan Implementation Agreement for Registrant’s Class V (formerly known as Class  T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No.  2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)(i)), filed on July 28, 2017.
(10)    (e)(i) Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on November 24, 2010.
(10)    (e)(ii) Restated Schedule I, dated August  7, 2019, to Shareholder Servicing Plan Implementation Agreement, between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No.  357 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(5)(i)), filed on September 3, 2019.
(10)    (f) Rule 18f – 3 Multi-Class Plan, amended and restated as of July  1, 2019, is incorporated by reference to Post-Effective Amendment No. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (n)), filed on July 29, 2019.
(11)    Opinion and consent of Ropes  & Gray LLP as to the legality of the securities being registered, is incorporated by reference to Registration Statement No.  333-236645 of the Registrant on Form N-14, filed on February 26, 2020.
(12)    Opinion and consent of Vedder Price P.C. supporting the tax matters discussed in the Combined Information Statement/Prospectus is filed herewith.
(13)    (a)(i) Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on April 26, 2017.
(13)    (a)(ii) Schedule A and Schedule B, effective August  7, 2019, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March  1, 2016, are incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (h)(1)(i)), filed on September 24, 2019.

 

10


(13)    (b) Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No.  46 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(6)), filed on March 24, 2006.
(13)    (c)(i) Amended and Restated Fee Waiver and Expense Cap Agreement, effective July  1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on June 29, 2016.
(13)    (c)(ii) Restated Schedule A, effective August  7, 2019, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective July  1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(3)(i)), filed on September 24, 2019.
(13)    (d) Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No.  175 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(8)), filed on May 30, 2013.
(13)    (e) Agreement and Plan of Reorganization, dated December  20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (h)(9)), filed on April 29, 2011.
(13)    (f) Agreement and Plan of Reorganization, dated December 17, 2015, is incorporated by reference to Registration Statement No. 333-208706 of Columbia Funds Series Trust on Form N-14 (Exhibit (4)), filed on December 22, 2015.
(13)    (g) Amended and Restated Credit Agreement, as of December 3, 2019, is incorporated by reference to Post-Effective Amendment No.  206 to Registration Statement No. 333-146374 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(7)), filed on December 20, 2019.
(13)    (h)(i) Master Inter-Fund Lending Agreement, dated May 1, 2018, is incorporated by reference to Post-Effective Amendment No.  179 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(11)), filed on May 25, 2018.
(13)    (h)(ii) Schedule A and Schedule B, dated July 1, 2019, are incorporated by reference to Post-Effective Amendment No.  184 to Registration Statement No. 333-89661 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(8)(i)), filed on July 29, 2019.
(13)    (i)(i) Code of Ethics of Columbia Atlantic Board Funds adopted under Rule 17j-1, effective March 2019, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(1)), filed on April 25, 2019.
(13)    (i)(ii) Columbia Threadneedle Global Personal Account Dealing and Code of Ethics Policy, effective December  2018, is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (p)(2)), filed on February 15, 2019.
(13)    (i)(iii) Code of Ethics of AQR Capital Management, LLC (a subadviser of Columbia Multi Strategy Alternatives Fund, Multi-Manager Alternative Strategies Fund and Multi-Manager Directional Alternative Strategies Fund), effective April 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(3)), filed on August 27, 2019.

 

11


(13)    (i)(iv) Code of Ethics of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated August 29, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(6)(i)), filed on November 27, 2018.
(13)    (i)(v) Code of Ethics of Prudential Financial, dated January  8, 2019, is incorporated by reference to Post-Effective Amendment No. 353 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (p)(4)(i)), filed on July 29, 2019.
(13)    (i)(vi) Personal Securities Trading Standards of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated May 3, 2019, is incorporated by reference to Post-Effective Amendment No. 366 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)(ii)), filed on November 27, 2019.
(13)    (i)(vii) U.S. Information Barrier Standards of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated May 3, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)(iii), filed on August 27, 2019.
(13)    (i)(viii) Code of Ethics of TCW Investment Management Company LLC (a subadviser of Multi-Manager Alternative Strategies Fund and Multi-Manager Total Return Bond Strategies Fund), dated September 3, 2019, is incorporated by reference to Post-Effective Amendment No. 366 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on November 27, 2019.
(13)    (i)(ix) Code of Ethics of Water Island Capital, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), dated January  1, 2017, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (p)(8)), filed on April 26, 2018.
(13)    (i)(x) Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated January 2019, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on April 25, 2019.
(13)    (i)(xi) Code of Ethics of Loomis, Sayles and Company, L.P. (a subadviser of Multi-Manager Growth Strategies Fund and Multi-Manager Total Return Bond Strategies Fund), effective January 14, 2000, as amended April 18, 2018, is incorporated by reference to Post-Effective Amendment No. 332 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on August 27, 2018.
(13)    (i)(xii) Code of Ethics of BMO Asset Management Corp. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated March  2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (p)(9)), filed on April 25, 2019.
(13)    (i)(xiii) Code of Ethics of Boston Partners Global Investors Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective April 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(10)), filed on August 27, 2019.
(13)    (i)(xiv) Code of Ethics of Wells Capital Management, Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on April 25, 2019.

 

12


(13)    (i)(xv) Code of Ethics of Los Angeles Capital Management and Equity Research, Inc. (a subadviser of Multi-Manager Growth Strategies Fund), effective August 27, 2019, is incorporated by reference to Post-Effective Amendment No. 366 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(12)), filed on November 27, 2019.
(13)    (i)(xvi) Code of Ethics of Manulife Asset Management (US) LLC (a subadviser of Multi-Manager Alternative Strategies Fund), effective February 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(13)), filed on April 25, 2019.
(13)    (i)(xvii) Code of Ethics of Arrowstreet Capital, Limited Partnership (a subadviser of Multi-Manager International Equity Strategies Fund), effective April 1, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(14)), filed on August 27, 2019.
(13)    (i)(xviii) Code of Ethics of Baillie Gifford Overseas Limited (a subadviser of Multi-Manager International Equity Strategies Fund), effective September 2019, is incorporated by reference to Post-Effective Amendment No. 366 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on November 27, 2019.
(13)    (i)(xix) Code of Ethics of Causeway Capital Management LLC (a subadviser of Multi-Manager International Equity Strategies Fund), effective June 3, 2019, is incorporated by reference to Post-Effective Amendment No. 356 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(16)), filed on August 27, 2019.
(13)    (i)(xx) Code of Ethics of AlphaSimplex Group, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(20)), filed on May 23, 2018.
(13)    (i)(xxi) Code of Ethics of Voya Investment Management Co. LLC (a subadviser of Multi-Manager Total Return Bond Strategies Fund), effective July 1, 2019, is incorporated by reference to Post-Effective Amendment No. 366 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(18)), filed on November 27, 2019.
(13)    (i)(xxii) Code of Ethics of  J.P. Morgan Investment Management Inc. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), effective February 1, 2005, last revised January 30, 2019, is incorporated by reference to Post-Effective Amendment No.  70 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (p)(10)), filed on May 20, 2019.
(13)    (i)(xxiii) Code of Ethics of Hotchkis and Wiley Capital Management, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), as of August 15, 2017, is incorporated by reference to Post-Effective Amendment No. 344 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(21)), filed on February 13, 2019.
(13)    (i)(xxiv) Code of Ethics of QMA LLC, (a subadviser of Columbia Multi Strategy Alternatives Fund), effective January  1, 2018, is incorporated by reference to Post-Effective Amendment No. 360 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit  (p)(21)), filed on September 24, 2019.
(14)    Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP), dated April  13, 2020, is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-236645 of the Registrant on Form N-14 (Exhibit (14)), filed on April 14, 2020.
(15)    Not applicable.

 

13


(16)    Trustees Power of Attorney to sign Registration Statement and all amendments, is incorporated by reference to Registration Statement No. 333-236645 of the Registrant on Form N-14, filed on February 26, 2020.
(17)    Not applicable.

 

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.

 

14


SIGNATURES

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Minneapolis and State of Minnesota, on the 27th day of August, 2020.

 

COLUMBIA FUNDS SERIES TRUST I
By:  

/S/ Christopher O. Petersen

Name:   Christopher O. Petersen
Title:   President

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities indicated on the 27th day of August, 2020.

 

Signature

  

Capacity

 

Signature

 

Capacity

/s/ Christopher O. Petersen

Christopher O. Petersen

  

President

(Principal Executive Officer)

 

/s/ Nancy T. Lukitsh*

Nancy T. Lukitsh

  Trustee

/s/ Michael G. Clarke

Michael G. Clarke

  

Chief Financial Officer

(Principal Financial Officer)

and Senior Vice President

 

/s/ David M. Moffett*

David M. Moffett

  Trustee

/s/ Joseph Beranek

Joseph Beranek

  

Treasurer and Chief Accounting Officer

(Principal Accounting Officer)

 

/s/ John J. Neuhauser*

John J. Neuhauser

  Trustee

/s/ Douglas A. Hacker*

Douglas A. Hacker

   Chair of the Board  

/s/ Patrick J. Simpson*

Patrick J. Simpson

  Trustee

/s/ Janet L. Carrig*

Janet L. Carrig

   Trustee  

/s/ William F. Truscott*

William F. Truscott

  Trustee

 

*By:  

/s/ Christopher O. Petersen

Name:   Christopher O. Petersen**
  Attorney-in-fact

 

**

Executed by Christopher O. Petersen on behalf of each of the Trustees pursuant to a Power of Attorney incorporated by reference to the Registration Statement of the Registrant on Form N-14, filed with the Commission on February 26, 2020.


EX-99.(12) 2 d84213dex9912.htm OPINION AND CONSENT OF VEDDER PRICE P.C. Opinion and consent of Vedder Price P.C.

July 10, 2020

 

Columbia Funds Series Trust    Columbia Funds Series Trust I
225 Franklin Street    225 Franklin Street
Boston, Massachusetts 02110    Boston, Massachusetts 02110

Columbia Funds Series Trust II

225 Franklin Street

Boston, Massachusetts 02110

Ladies and Gentlemen:

Columbia Funds Series Trust, a Delaware statutory trust, Columbia Funds Series Trust I, a Massachusetts business trust, and Columbia Funds Series Trust II, a Massachusetts business trust (each a “Trust” and collectively, the “Trusts”), on behalf of each of its series listed on Schedule A attached hereto and incorporated herein by reference,1 have requested our opinion regarding certain U.S. federal income tax consequences of the reorganization (each a “Reorganization” and collectively, the “Reorganizations”) of each Target Fund listed on Schedule A into the Acquiring Fund listed on Schedule A opposite such Target Fund’s name.

The Reorganizations will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of February 20, 2020, entered into by each Trust, on behalf of its respective Target Funds and Acquiring Funds, and for purposes of paragraphs 5.3, 7.3, 10.2 and 12.2 thereof only, Columbia Management Investment Advisers, LLC (the “Plan”). Each Reorganization contemplates the transfer of all the assets of the Target Fund to its corresponding Acquiring Fund as set forth in Schedule A solely in exchange for voting common shares of beneficial interest (“Acquisition Shares”) of the corresponding Acquiring Fund and the assumption by the corresponding Acquiring Fund of all the Obligations (as defined in the Plan) of the Target Fund. As part of each Reorganization, the Target Fund will immediately thereafter distribute pro rata, by class, to its shareholders of record all the Acquisition Shares so received in complete liquidation of the Target Fund, and the Target Fund as soon as practicable thereafter will be dissolved under applicable state law.

In rendering this opinion, we have examined the Plan and have reviewed and relied upon representations made to us by duly authorized officers of each Trust, on behalf of itself and its respective Fund(s), in letters dated July 10, 2020 (collectively, the “Representation Letters”). We have also examined such other agreements, documents, corporate records and other materials as we have deemed necessary in order for us to render the opinions referred to in this letter. In such review and examination, we have assumed the genuineness of all signatures, the legal capacity and authority of the parties who executed such documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

 

1 

Each series listed under the heading “Target Fund” on Schedule A is referred to herein as a “Target Fund,” each series listed under the heading “Acquiring Fund” on Schedule A is referred to herein as an “Acquiring Fund” and each Target Fund and each Acquiring Fund is referred to herein as a “Fund” and collectively, as the “Funds.”

 

 

Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, and Vedder Price Pte. Ltd., which operates in Singapore.


Columbia Funds Series Trust

Columbia Funds Series Trust I

Columbia Funds Series Trust II

July 10, 2020

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Our opinion is based, in part, on the assumptions that (i) each Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations set forth or referred to in this letter, and that such facts and representations, as well as the facts and representations set forth in the Plan, 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”) and (ii) any representation set forth in the Representation Letters qualified by knowledge, intention, belief, disclaimer of responsibility or any similar qualification is, and will be as of the Effective Time, true, correct and complete without such qualification. You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.

For the purposes indicated above, and based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion, with respect to each Reorganization, that for U.S. federal income tax purposes:

 

1.

The transfer by the Target Fund of all its assets to its corresponding Acquiring Fund solely in exchange for Acquisition Shares of the corresponding Acquiring Fund and the assumption by the corresponding 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 Fund’s 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 Internal Revenue Code of 1986, as amended (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.

 

2.

No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of its corresponding 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. (Section 1032(a) of the Code).

 

3.

No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to its corresponding Acquiring Fund solely in exchange for Acquisition Shares of the corresponding Acquiring Fund and the assumption by the corresponding 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 Fund’s shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (Sections 361(a) and (c) and 357(a) of the Code).


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4.

No gain or loss will be recognized by the Target Fund’s shareholders upon the exchange, pursuant to the Plan, of all their shares of the Target Fund solely for Acquisition Shares of the corresponding Acquiring Fund. (Section 354(a) of the Code).

 

5.

The aggregate basis of the Acquisition Shares received by each 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. (Section 358(a)(1) of the Code).

 

6.

The holding period of the Acquisition Shares received by each 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 such Target Fund shares were held as capital assets at the Effective Time. (Section 1223(1) of the Code).

 

7.

The basis of the assets of the Target Fund received by its corresponding Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the Effective Time. (Section 362(b) of the Code).

 

8.

The holding period of the assets of the Target Fund received by the corresponding Acquiring Fund will include the period during which such assets were held by the Target Fund. (Section 1223(2) of the Code).

 

9.

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 Income Tax Regulations thereunder. (Section 381(a) of the Code).

Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganizations on a Target Fund, an 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 gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon 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.

FACTS

Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusions.

Each Trust has been registered and operated, since it commenced operations, as an open-end management investment company under the Investment Company Act of 1940, as amended. Each Fund is a separate series of its respective Trust that is treated for federal income tax purposes as a separate corporation pursuant to section 851(g) of the Code. Each Fund has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which its respective Reorganization occurs, and has qualified and will continue to


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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 its respective Reorganization occurs. All the outstanding shares of each Target Fund are treated as equity for federal income tax purposes. All the Acquisition Shares of each Acquiring Fund issued in a Reorganization will be treated as equity for federal income tax purposes.

Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, each Acquiring Fund will acquire all the assets of its corresponding Target Fund solely in exchange for Acquisition Shares of such Acquiring Fund and the assumption by the Acquiring Fund of all the Obligations of the corresponding Target Fund. Immediately thereafter, each Target Fund will distribute pro rata, by class, to its shareholders of record all the Acquisition Shares so received in complete liquidation of the Target Fund, and as soon as practicable thereafter, the Target Fund will be dissolved under applicable state law. The assets of each Target Fund to be acquired by its corresponding Acquiring Fund will consist of all its assets, including, without limitation, all cash, securities, dividends and interest receivable, claims or rights of action, books and records, receivables for shares sold and all other tangible and intangible assets owned by such Target Fund, including any prepaid expenses, other than unamortized reorganization expenses, shown as an asset on the books of such Target Fund as of the Effective Time. In each Reorganization, the Acquiring Fund will acquire at least ninety percent (90%) of the fair market value of the corresponding Target Fund’s net assets and at least seventy percent (70%) of the fair market value of the corresponding Target Fund’s gross assets held immediately prior to the Reorganization.

Following each Reorganization, the Acquiring Fund will continue its corresponding Target Fund’s historic business in that it will have the same or similar investment objective and similar investment strategies, policies, risks and restrictions as the Target Fund. In addition, each Acquiring Fund will use a significant portion of its corresponding Target Fund’s historic business assets in its business. At the Effective Time, at least thirty-four percent (34%) of the total fair market value of each Target Fund’s portfolio assets will meet the investment objective, strategies, policies, risks and restrictions of the corresponding Acquiring Fund. No Target Fund altered, or will alter, its portfolio in connection with its respective Reorganization to meet this thirty-four percent (34%) threshold. No Fund modified any of its investment objective, strategies, policies, risks or restrictions in connection with its respective Reorganization and no Acquiring Fund has any plan or intention to change any of its investment objective, strategies, policies, risks or restrictions after its respective Reorganization.

The Board of Trustees of each Trust determined, with respect to each of its Funds participating in a Reorganization, that the Plan and the transactions contemplated thereunder are in the best interests of such Fund and that the interests of the shareholders of such Fund will not be diluted as a result of the Reorganization.

CONCLUSION

Based on the foregoing, it is our opinion that the transfer of all the assets of a Target Fund, pursuant to the Plan, to its corresponding Acquiring Fund solely in exchange for Acquisition Shares of the corresponding Acquiring Fund and the assumption by the corresponding Acquiring Fund of all the


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Obligations of such Target Fund followed by the complete liquidation of such Target Fund immediately thereafter and the dissolution of such Target Fund as soon as practicable thereafter will qualify as a reorganization under section 368(a)(1) of the Code.

The opinions set forth above (subject to the conditions and limitations set forth above) with respect to (i) the nonrecognition of gain or loss by a Target Fund and an Acquiring Fund, (ii) the basis and holding period of the assets received by an Acquiring Fund, (iii) the nonrecognition of gain or loss by a Target Fund’s shareholders upon the receipt of the Acquisition Shares, (iv) the basis and holding period of the Acquisition Shares received by a Target Fund’s shareholders and (v) an Acquiring Fund’s ability to succeed to and take into account the items of its corresponding Target Fund described in section 381(c) of the Code follow as a matter of law from the opinion that the transfers under the Plan will qualify as reorganizations under section 368(a)(1) of the Code.

The opinions expressed in this letter are based on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date hereof. We have also considered the positions of the Internal Revenue Service (the “Service”) reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements or opinions expressed herein. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter or to notify you of any changes to such facts or law.

Our opinion is limited to those U.S. federal income tax issues specifically considered 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. Although the discussion herein is based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.

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 (i) the filing of this opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-236633) relating to the Reorganization where Columbia Global Equity Value Fund is the Acquiring Fund filed by Columbia Funds Series Trust II with the Securities and Exchange Commission (the “Global Equity Value Registration Statement”) and the Registration Statements on Form N-14 (File Nos. 333-236644, 333-236645 and 333-236646) relating to the other Reorganizations filed by the Trusts with the Securities and Exchange Commission (collectively, the “Combined Registration Statements” and together with the Global Equity Value Registration Statement, the “Registration Statements”), (ii) to the discussion of this opinion in the Combined Proxy Statement/Prospectus dated April 9, 2020 relating to


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the Global Equity Value Registration Statement and in the Combined Information Statement/Prospectus dated April 13, 2020 relating to the Combined Registration Statements and (iii) to the use of our name and to any reference to our firm in the Registration Statements. 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, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,

/S/ VEDDER PRICE P.C

VEDDER PRICE P.C.


SCHEDULE A

The Funds participating in each Reorganization are as follows:

 

Target Fund    Acquiring Fund
Columbia Global Strategic Equity Fund, a series of Columbia Funds Series Trust    Columbia Capital Allocation Aggressive Portfolio, a series of Columbia Funds Series Trust II
Columbia Select Global Growth Fund, a series of Columbia Funds Series Trust    Columbia Select Global Equity Fund, a series of Columbia Funds Series Trust II
Columbia Small/Mid Cap Value Fund, a series of Columbia Funds Series Trust II    Columbia Select Mid Cap Value Fund, a series of Columbia Funds Series Trust
Columbia Contrarian Europe Fund, a series of Columbia Funds Series Trust II    Columbia Overseas Core Fund, a series of Columbia Funds Series Trust II
Columbia Global Infrastructure Fund, a series of Columbia Funds Series Trust II    Columbia Global Equity Value Fund, a series of Columbia Funds Series Trust II
Columbia Disciplined Small Core Fund, a series of Columbia Funds Series Trust I    Columbia Small Cap Value Fund I, a series of Columbia Funds Series Trust I

 

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