As filed with the Securities and Exchange Commission on February 20, 2015.
Registration Nos. 333-146374
811-22127
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N-1A
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REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 44
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and/or
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REGISTRATION STATEMENT
UNDER
THE
INVESTMENT COMPANY ACT OF 1940
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Amendment No. 45
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(Check Appropriate Box or Boxes)
COLUMBIA FUNDS VARIABLE SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
225 Franklin
Street, Boston, Massachusetts 02110
(Address of Principal Executive Officers) (Zip Code)
Registrants Telephone Number, Including Area Code: (800) 345-6611
Christopher O. Petersen, Esq.
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street,
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
Approximate Date of Proposed
Public Offering:
It is proposed that this filing will become effective (check appropriate box)
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Immediately upon filing pursuant to paragraph (b)
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On (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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On May 1, 2015 pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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On (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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This Post-Effective Amendment relates solely to the Registrants Columbia Variable Portfolio Global Bond Fund, Columbia Variable
Portfolio International Opportunity Fund
(effective 5/1/15 to be known as Columbia Variable Portfolio Select International Equity Fund
) and Variable Portfolio Columbia Wanger U.S. Equities Fund
(effective 5/1/15 to be
known as Columbia Variable Portfolio U.S. Equities Fund)
series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
Columbia Variable Portfolio – Global Bond Fund
The Fund may offer Class 1,
Class 2 and Class 3 shares to separate accounts funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans
(Qualified Plans) and other qualified institutional investors authorized by Columbia Management Investment Distributors, Inc. (the Distributor). There are no exchange ticker symbols associated with shares of the Fund.
As with all mutual funds, the Securities and Exchange
Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Columbia Variable
Portfolio – Global Bond Fund
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Columbia Variable
Portfolio – Global Bond Fund
Investment Objective
Columbia Variable Portfolio – Global Bond Fund
(the Fund) seeks to provide shareholders with high total return through income and growth of capital.
Fees and Expenses of the Fund
This table describes the fees and expenses that you
may pay as an investor in the Fund. The table does not reflect any fees or expenses imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents. If the additional fees
or expenses were reflected, the expenses set forth below would be higher.
Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
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Class
1
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Class
2
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Class
3
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Management
fees
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[_____]%
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[_____]%
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[_____]%
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Distribution
and/or service (12b-1) fees
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[_____]%
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[_____]%
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[_____]%
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Other
expenses
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[_____]%
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[_____]%
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[_____]%
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Total
annual Fund operating expenses
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[_____]%
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[_____]%
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[_____]%
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The following example is
intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:
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you invest $10,000
in the applicable class of Fund shares for the periods indicated,
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your investment
has a 5% return each year, and
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■
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the
Fund’s total annual operating expenses remain the same as shown in the
Annual Fund Operating Expenses
table above.
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The example does not reflect
any fees and expenses that apply to your Contract or Qualified Plan. Inclusion of these charges would increase expenses for all periods shown.
Although your actual costs
may be higher or lower, based on the assumptions listed above, your costs would be:
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1
year
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3
years
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5
years
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10
years
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Class
1
(whether or not shares are redeemed)
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$[_____]
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$[_____]
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$[_____]
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$[_____]
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Class
2
(whether or not shares are redeemed)
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$[_____]
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$[_____]
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$[_____]
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$[_____]
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Class
3
(whether or not shares are redeemed)
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$[_____]
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$[_____]
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$[_____]
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$[_____]
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Portfolio Turnover
The Fund may pay
transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, at least 80% of the Fund’s
net assets (including the amount of any borrowings for investment purposes) are invested in debt obligations of issuers located in at least three different countries (which may include the U.S.).
Debt obligations include debt securities and instruments, including
money market instruments, either issued or guaranteed as to principal and interest by (i) the U.S. Government, its agencies, authorities or instrumentalities, (ii) non-U.S. governments, their agencies, authorities or instrumentalities, or (iii)
corporate or other non-governmental entities. The Fund may invest in debt
Columbia Variable
Portfolio – Global Bond Fund
Summary of the Fund
(continued)
securities and instruments across
the credit quality spectrum and, at times, may invest significantly in below investment-grade fixed-income securities (commonly referred to as “high yield securities” or “junk bonds”) in seeking to achieve higher dividends
and/or capital appreciation.
The Fund
may invest in fixed income securities of any maturity and does not seek to maintain a particular dollar-weighted average maturity.
Under normal circumstances, the Fund generally
invests at least 40% of its net assets in debt obligations of foreign governments, and companies that (a) maintain their principal place of business or conduct their principal business activities outside the U.S., (b) have their securities traded on
non-U.S. exchanges or (c) have been formed under the laws of non-U.S. countries. This 40% minimum investment amount may be reduced to 30% if market conditions for these investments or specific foreign markets are deemed unfavorable. The Fund
considers a company to conduct its principal business activities outside the U.S. if it derives at least 50% of its revenue from business outside the U.S. or had at least 50% of its assets outside the U.S.
In addition, in pursuing its
objective, the Fund, employing both fundamental and quantitative analyses, may enter into various currency-, interest rate- and credit-related transactions involving derivatives instruments, including futures contracts (such as currency, bond,
treasury, index and interest rate futures) and forward foreign currency contracts (forwards). The use of these derivatives instruments allows the Fund to obtain net long or net negative (short) exposure to selected currencies, interest rates, credit
risks and duration risks. The Fund may use these derivatives as well as “to be announced” (TBA) mortgage-backed securities in an effort to leverage exposures and produce incremental earnings, for hedging purposes, to obtain increased or
decreased exposures to various markets/sectors or to increase investment flexibility. Actual long and short exposures will vary over time based on factors such as market movements, assessments of market conditions, macroeconomic analysis and
qualitative valuation analysis.
The investment
manager combines fundamental and quantitative analysis with risk management in identifying investment opportunities and constructing the Fund’s portfolio. The Fund may from time to time emphasize one or more economic sectors in selecting its
investments.
The Fund is
non-diversified, which means that it can invest a greater percentage of its assets in the securities of fewer issuers than can a diversified fund.
Principal Risks
An investment in the Fund involves risk, including
those described below.
There is no assurance that the Fund will achieve its investment objective and you may lose money
. The value of the Fund’s holdings may decline, and the Fund’s net asset value
(NAV) and share price may go down.
Active
Management Risk.
Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives.
Changing Distribution Level Risk.
The amount of the distributions paid by the Fund will vary and generally depends on the amount of interest income and/or dividends received by the Fund on the securities it holds. The Fund may not be able to pay
distributions or may have to reduce its distribution level if the interest income and/or dividends the Fund receives from its investments decline.
Counterparty Risk.
Counterparty risk is the risk that a counterparty to a financial instrument held by the Fund or by a special purpose or structured vehicle invested in by the Fund may become insolvent or otherwise fail to perform its obligations. As a result, the
Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Credit Risk.
The value of fixed-income securities may decline if the issuer of the security defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as
making payments to the Fund when due. Rating agencies assign credit ratings to certain fixed-income securities to indicate their credit risk. Lower quality or unrated securities held by the Fund may present increased credit risk as compared to
higher-rated securities. Non-investment grade fixed-income securities (commonly called “high-yield” or “junk”) are subject to greater price fluctuations and are more likely to experience a default than investment grade
securities and therefore may expose the Fund to increased credit risk. If the Fund purchases unrated securities, or if the ratings of securities held by the Fund are lowered after purchase, the Fund will depend on analysis of credit risk more
heavily than usual.
Columbia Variable
Portfolio – Global Bond Fund
Summary of the Fund
(continued)
Derivatives Risk.
Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying security, instrument, commodity, currency or index may result in a substantial loss for the
Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative investments will typically increase the Fund’s exposure to principal risks to which it is
otherwise exposed, and may expose the Fund to additional risks, including correlation risk, counterparty risk, hedging risk, leverage risk and/or liquidity risk.
Forward Commitments on Mortgage-backed Securities
(including Dollar Rolls) Risk.
When purchasing
mortgage-backed securities in the “to be announced” (TBA) market
(MBS
TBAs), the seller agrees to deliver mortgage-backed securities for an agreed upon price on an agreed upon date, but may make no guarantee as to the specific securities to be delivered. In lieu of taking delivery of mortgage-backed securities, the
Fund could enter into dollar rolls, which are transactions in which the Fund sells securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk
that the market value of the securities the Fund is obligated to repurchase may decline below the repurchase price, or that the counterparty may default on its obligations. These transactions may also increase the Fund’s portfolio turnover
rate. If the Fund reinvests the proceeds of the security sold, the Fund will also be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk).
MBS
TBAs and dollar rolls are subject to counterparty risk.
Derivatives Risk/Forward Foreign Currency Contracts
Risk.
These instruments are a type of derivative contract whereby the Fund may agree to buy or sell a country’s or region’s currency at a specific price on a specific date in the future. These
instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk. Investment in these instruments also subjects the Fund to counterparty
risk. The Fund’s strategy of investing in these instruments may not be successful
and the Fund may experience significant losses as a result.
Derivatives Risk/Futures Contracts Risk.
The loss that may be incurred in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the
volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may result in substantial losses for the Fund. Futures
contracts may be illiquid. Furthermore, exchanges may limit fluctuations in futures contract prices during a trading session by imposing a maximum permissible price movement on each futures contract. The Fund may be disadvantaged if it is prohibited
from executing a trade outside the daily permissible price movement. Futures contracts executed on foreign exchanges may not provide the same protection as U.S. exchanges. These transactions involve additional risks, including counterparty risk,
hedging risk and pricing risk.
Emerging
Market Securities Risk.
Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin
America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting,
for example, from rapid changes or developments in social, political,
economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more
limited trading activity (i.e., lower trading volumes and less liquidity) than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily
dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries, and some have a higher risk of currency devaluations.
Foreign Currency Risk.
The performance of the Fund may be materially affected positively or negatively by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its
assets in foreign securities or other assets denominated in currencies other than the U.S. dollar.
Foreign Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. Foreign securities subject the Fund to the risks associated with
investing in the particular country of an issuer, including the political, regulatory, economic, social, diplomatic and other conditions or events occurring in the country or region, as well as risks associated with less developed custody and
settlement practices. Foreign securities may be more volatile and less liquid than securities of U.S. companies, and are subject to the risks associated with potential imposition of economic and other sanctions against a particular foreign country,
its nationals or industries or businesses
Columbia Variable
Portfolio – Global Bond Fund
Summary of the Fund
(continued)
within the country. The
performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its assets in foreign securities or other
assets denominated in currencies other than the U.S. dollar.
Geographic Concentration Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. The
Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund.
High-Yield Securities Risk.
Securities rated below investment grade (commonly called “high-yield” or “junk” bonds) and unrated securities of comparable quality expose the Fund to a greater risk of loss of principal and
income than a fund that invests solely or primarily in investment grade securities. In addition, these investments have greater price fluctuations, are less liquid and are more likely to experience a default than higher-rated securities. High-yield
securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.
Interest Rate Risk.
Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt securities tend to fall, and if interest rates fall, the values of
debt securities tend to rise. Changes in the value of a debt security usually will not affect the amount of income the Fund receives from it but will usually affect the value of the Fund's shares. In general, the longer the maturity or duration
of a debt security, the greater its sensitivity to changes in interest rates. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk. Similarly, a period of rising interest rates may
negatively impact the Fund’s performance. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the value of fixed-income securities held by the Fund, resulting in
a negative impact on the Fund's performance and NAV.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Leverage Risk.
Leverage occurs when the Fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. Because short sales involve borrowing securities and then
selling them, the Fund’s short sales effectively leverage the Fund’s assets. The Fund's assets that are used as collateral to secure the Fund's obligations to return the securities sold short may decrease in value while the short
positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage can create an interest expense that may lower the Fund's overall returns. Leverage presents the opportunity for increased net income and
capital gains, but may also exaggerate the Fund’s volatility and risk of loss. There can be no guarantee that a leveraging strategy will be successful.
Liquidity Risk.
Liquidity risk is the risk associated with a lack of marketability of investments which may make it difficult to sell the investment at a desirable time or price. Decreases in the number of financial institutions willing to make markets in the
Fund’s investments or in their capacity or willingness to trade such investments may increase the Fund’s exposure to this risk. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit
environments) may also adversely affect the liquidity of the Fund's investments. The Fund may have to accept a lower selling price for the holding, sell other investments, or forego another, more appealing investment opportunity. Judgment plays a
larger role in valuing these investments as compared to valuing more liquid investments. Price volatility may be higher for illiquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to
liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Price volatility, liquidity of the market and other factors can lead to an
increase in Fund redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell securities in a down market.
Market Risk.
Market
risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. Under certain market conditions, debt securities may have greater price
volatility than equity securities. An investment in the Fund could lose money over short or even long periods.
Mortgage- and Other Asset-Backed
Securities Risk.
The value of any mortgage-backed and other asset-backed securities held by the Fund may be affected by, among other things, changes or perceived changes in: interest rates; factors
concerning the interests in and structure of the issuer or the originator of the mortgages or other assets; the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements; or the
market's assessment of the quality of underlying assets. Payment of principal and interest on some mortgage-backed securities (but not the market value of the
Columbia Variable
Portfolio – Global Bond Fund
Summary of the Fund
(continued)
securities themselves) may be
guaranteed by the full faith and credit of a particular U.S. Government agency, authority, enterprise or instrumentality, and some, but not all, are also insured or guaranteed by the U.S. Government. Mortgage-backed securities issued by
non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may entail greater risk than obligations guaranteed by the U.S. Government.
Mortgage- and other asset-backed securities are subject to prepayment risk, which is the possibility that the underlying mortgage or other asset may be refinanced or prepaid prior to maturity during periods of declining or low interest rates,
causing the Fund to have to reinvest the money received in securities that have lower yields. Rising or high interest rates tend to extend the duration of mortgage- and other asset-backed securities, making their prices more volatile and more
sensitive to changes in interest rates.
Non-Diversified Fund Risk.
The Fund is non-diversified, which generally means that it will invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund. This increases the risk that a
change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Fund's value will likely be more
volatile than the value of a more diversified fund.
Prepayment and Extension Risk.
Prepayment and extension risk is the risk that a bond or other security or investment might,
in the case of prepayment risk, be called or otherwise converted, prepaid or redeemed
before maturity and, in the case of extension risk, the investment might not be called as expected, and the portfolio managers may not be able to invest the proceeds in other investments providing as high a level of income, resulting in a reduced
yield to the Fund. In the case of mortgage- or asset-backed securities, as interest rates decrease or spreads narrow, the likelihood of prepayment increases. Conversely, extension risk is the risk that an unexpected rise in interest rates will
extend the life of a mortgage- or asset-backed security beyond the prepayment time. If the Fund’s investments are locked in at a lower interest rate for a longer period of time, the portfolio managers may be unable to capitalize on securities
with higher interest rates or wider spreads.
Quantitative Model Risk.
Investments selected using quantitative methods may perform differently from the market as a whole. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Reinvestment Risk.
Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning.
Sector Risk.
At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within an economic sector. Companies in the same
economic sector may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly. The
more broadly a Fund invests, the more it spreads risk and potentially reduces the risks of loss and volatility.
Short Positions
Risk.
The Fund may establish short positions which introduce more risk to the Fund than long positions (where the Fund owns the instrument or other asset) because the maximum sustainable loss on an instrument or
other asset purchased (held long) is limited to the amount paid for the instrument or other asset plus the transaction costs, whereas there is no maximum price of the shorted instrument or other asset when purchased in the open market. Therefore, in
theory, short positions have unlimited risk. The Fund’s use of short positions in effect “leverages” the Fund. Leverage potentially exposes the Fund to greater risks of loss due to unanticipated market movements, which may magnify
losses and increase the volatility of returns. To the extent the Fund takes a short position in a derivative instrument or other asset, this involves the risk of a potentially unlimited increase in the value of the underlying instrument or other
asset.
Sovereign Debt Risk.
A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the
availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to
which a sovereign debtor may be subject. Sovereign debt risk is increased for emerging market issuers.
Columbia Variable
Portfolio – Global Bond Fund
Summary of the Fund
(continued)
Performance Information
The following bar chart and table
show you how the Fund has performed in the past, and can help you understand the risks of investing in the Fund. The bar chart shows how the Fund’s Class 3 share performance has varied for each full calendar year shown. The table below the bar
chart compares the Fund’s returns for the periods shown with a broad measure of market performance.
The performance of one or more share classes shown
in the table below begins before the indicated inception date for such share class. The returns shown for each such share class include the returns of the Fund’s Class 3 shares (adjusted to reflect the higher class-related operating expenses
of such classes, where applicable) for periods prior to its inception date. Except for differences in annual returns resulting from differences in expenses (where applicable), the share classes of the Fund would have substantially similar annual
returns because all share classes of the Fund invest in the same portfolio of securities.
The returns shown do not reflect any fees and
expenses imposed under your Contract or Qualified Plan and would be lower if they did.
The Fund’s past performance is no guarantee of
how the Fund will perform in the future.
Updated performance information can be obtained by calling toll-free 800.345.6611.
Year
by Year Total Return (%)
as of December 31 Each Year
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Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart
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Best
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[ ] Quarter [ ]
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—
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Worst
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[ ] Quarter [ ]
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—
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Average Annual Total Returns (for
periods ended December 31, 2014)
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Share
Class
Inception Date
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1
Year
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5
Years
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10
Years
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Class
1
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05/03/2010
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—
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—
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—
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Class
2
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05/03/2010
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—
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—
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—
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Class
3
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05/01/1996
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—
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—
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—
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Barclays
Global Aggregate Index
(reflects no deductions for fees, expenses or taxes)
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—
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—
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—
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Fund Management
Investment Manager:
Columbia Management Investment Advisers, LLC
Portfolio
Manager
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Title
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Role
with Fund
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Managed
Fund Since
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Jim
Cielinski
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Portfolio
Manager and Global Head of Fixed Income
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Lead
manager
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2013
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Matthew
Cobon
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Portfolio
Manager
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Co-manager
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2013
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Zach
Pandl
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Senior
Interest Rate Strategist and Senior Portfolio Manager
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Co-manager
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2014
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Gene
Tannuzzo, CFA
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Senior
Portfolio Manager
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Co-manager
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2014
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Columbia Variable
Portfolio – Global Bond Fund
Summary of the Fund
(continued)
Purchase and Sale of Fund Shares
The Fund is available for purchase through Contracts
offered by the separate accounts of participating insurance companies or Qualified Plans or by other eligible investors authorized by Columbia Management Investment Distributors, Inc. (the Distributor). Shares of the Fund may not be purchased or
sold by individual owners of Contracts or Qualified Plans. If you are a Contract holder or Qualified Plan participant, please refer to your Contract prospectus or Qualified Plan disclosure documents for information about minimum investment
requirements and how to purchase and redeem shares of the Fund.
Tax Information
The Fund normally distributes its net investment
income and net realized capital gains, if any, to its shareholders, which are generally the participating insurance companies and Qualified Plans investing in the Fund through separate accounts. These distributions may not be taxable to you as the
holder of a Contract or a participant in a Qualified Plan. Please consult the prospectus or other information provided to you by your participating insurance company and/or Qualified Plan regarding the U.S. federal income taxation of your contract,
policy and/or plan.
Payments to Broker-Dealers and Other
Financial Intermediaries
If you make
allocations to the Fund, the Fund, its Distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such
allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other
investment option. Ask your financial advisor or salesperson or visit your financial intermediary’s website for more information.
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
Investment Objective
Columbia Variable Portfolio – Global Bond Fund
(the Fund) seeks to provide shareholders with high total return through income and growth of capital. Only shareholders can change the Fund’s investment objective. Because any investment involves risk, there is no assurance the Fund’s
objective will be achieved.
Principal Investment
Strategies
Under normal market conditions, at least 80% of the Fund’s
net assets (including the amount of any borrowings for investment purposes) are invested in debt obligations of issuers located in at least three different countries (which may include the U.S.).
Debt obligations include debt securities and instruments, including
money market instruments, either issued or guaranteed as to principal and interest by (i) the U.S. Government, its agencies, authorities or instrumentalities, (ii) non-U.S. governments, their agencies, authorities or instrumentalities, or (iii)
corporate or other non-governmental entities. The Fund may invest in debt securities and instruments across the credit quality spectrum and, at times, may invest significantly in below investment-grade fixed-income securities (commonly referred to
as “high yield securities” or “junk bonds”) in seeking to achieve higher dividends and/or capital appreciation.
The Fund may invest in fixed income securities of
any maturity and does not seek to maintain a particular dollar-weighted average maturity. A bond is issued with a specific maturity date, which is the date when the issuer must pay back the bond’s principal (face value). Bond maturities range
from less than 1 year to more than 30 years. Typically, the longer a bond’s maturity, the more price risk the Fund and the Fund’s investors face as interest rates rise, but the Fund could receive a higher yield in return for that longer
maturity and higher interest rate risk.
Under
normal circumstances, the Fund generally invests at least 40% of its net assets in debt obligations of foreign governments, and companies that (a) maintain their principal place of business or conduct their principal business activities outside the
U.S., (b) have their securities traded on non-U.S. exchanges or (c) have been formed under the laws of non-U.S. countries. This 40% minimum investment amount may be reduced to 30% if market conditions for these investments or specific foreign
markets are deemed unfavorable. The Fund considers a company to conduct its principal business activities outside the U.S. if it derives at least 50% of its revenue from business outside the U.S. or had at least 50% of its assets outside the
U.S.
In addition, in
pursuing its objective, the Fund, employing both fundamental and quantitative analyses, may enter into various currency-, interest rate- and credit-related transactions involving derivatives instruments, including futures contracts (such as
currency, bond, treasury, index and interest rate futures) and forward foreign currency contracts (forwards). The use of these derivatives instruments allows the Fund to obtain net long or net negative (short) exposure to selected currencies,
interest rates, credit risks and duration risks. The Fund may use these derivatives as well as “to be announced” (TBA) mortgage-backed securities in an effort to leverage exposures and produce incremental earnings, for hedging purposes,
to obtain increased or decreased exposures to various markets/sectors or to increase investment flexibility. Actual long and short exposures will vary over time based on factors such as market movements, assessments of market conditions,
macroeconomic analysis and qualitative valuation analysis.
The investment manager combines fundamental and
quantitative analysis with risk management in identifying investment opportunities and constructing the Fund’s portfolio. The Fund may from time to time emphasize one or more economic sectors in selecting its investments.
The Fund is non-diversified, which means that it can
invest a greater percentage of its assets in the securities of fewer issuers than can a diversified fund.
In pursuit of the Fund’s objective, Columbia
Management Investment Advisers, LLC (the Investment Manager) chooses investments by:
■
|
Considering
opportunities and risks presented by interest rate and currency markets, and the credit quality of debt issuers;
|
■
|
Identifying
investment-grade U.S. and foreign bonds;
|
■
|
Identifying
below investment-grade U.S. and foreign bonds;
|
■
|
Identifying bonds
or other instruments or transactions that the Investment Manager believes can take advantage of currency movements and interest rate and credit-related differences among issuers.
|
Columbia Variable
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In evaluating whether to sell a security, the
Investment Manager considers, among other factors, whether in its view:
■
|
The security is
overvalued;
|
■
|
The security
continues to meet the standards described above.
|
The Investment Manager expresses its investment
views by varying long and short exposures to a broad range of debt, currency and interest rate markets of both developed and emerging market countries.
The Fund’s investment policy with respect to
80% of its net assets may be changed by the Board of Trustees without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
Principal Risks
An investment in the Fund involves risk, including
those described below.
There is no assurance that the Fund will achieve its investment objective and you may lose money
. The value of the Fund’s holdings may decline, and the Fund’s net asset value
(NAV) and share price may go down.
Active Management Risk.
The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that will achieve the Fund’s investment objective. Due to its
active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Changing Distribution Level Risk.
The amount of the distributions paid by the Fund will vary and generally depends on the amount of interest income and/or dividends received by the Fund on the securities it holds. The Fund may not be able to pay
distributions or may have to reduce its distribution level if the interest income and/or dividends the Fund receives from its investments decline.
Counterparty Risk.
The risk exists that a counterparty to a financial instrument held by the Fund or by a special purpose or structured vehicle in which the Fund invests may become insolvent or otherwise fail to perform its obligations due to financial difficulties,
including making payments to the Fund. The Fund may obtain no or limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed. Transactions that the Fund enters into may involve counterparties
in the financial services sector and, as a result, events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Credit Risk.
The value of fixed-income securities may decline if the issuer of the security defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as
making payments to the Fund when due. Various factors could affect the actual or perceived willingness or ability of the issuer to make timely interest or principal payments, including changes in the financial condition of the issuer or in general
economic conditions. Fixed-income securities backed by an issuer's taxing authority may be subject to legal limits on the issuer's power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government
aid. Certain fixed-income securities are backed only by revenues derived from a particular project or source, rather than by an issuer's taxing authority, and thus may have a greater risk of default. Rating agencies assign credit ratings to certain
fixed-income securities to indicate their credit risk. Lower quality or unrated securities held by the Fund may present increased credit risk as compared to higher-rated securities. Non-investment grade fixed-income securities (commonly called
“high-yield” or “junk”) are subject to greater price fluctuations and are more likely to experience a default than investment grade securities and therefore may expose the Fund to increased credit risk. If the Fund purchases
unrated fixed-income securities, or if the ratings of securities held by the Fund are lowered after purchase, the Fund will depend on analysis of credit risk more heavily than usual.
Derivatives Risk.
Derivatives are financial instruments whose value depends on, or is derived from, the value of other underlying assets. Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying
security, instrument, commodity, currency or index may result in a substantial loss for the Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative
investments will typically increase the Fund’s exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks. Depending on the type and purpose of the Fund’s derivative investments, these risks
may include: correlation risk (there may be an imperfect correlation between the hedge and the opposite position, which is related to hedging risk), counterparty risk (the counterparty to the instrument may not perform or be able to perform in
accordance with the terms of the instrument), leverage risk (losses from the derivative instrument may be greater than the amount invested in the derivative
Columbia Variable
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More Information About the Fund
(continued)
instrument), hedging risk (the
risk that a hedging strategy may not eliminate the risk that it is intended to offset, and may offset gains), and/or liquidity risk (it may not be possible for the Fund to liquidate the instrument at an advantageous time or price), each of which may
result in significant losses for the Fund.
Forward Commitments on Mortgage-backed Securities
(including Dollar Rolls) Risk.
When purchasing
mortgage-backed securities in the “to be announced” (TBA) market
(MBS
TBAs), the seller agrees to deliver mortgage-backed securities for an agreed upon price on an agreed upon date, but may make no guarantee as to the specific securities to be delivered. In lieu of taking delivery of mortgage-backed securities, the
Fund could enter into dollar rolls, which are transactions in which the Fund sells securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk
that the market value of the securities the Fund is obligated to repurchase may decline below the repurchase price, or that the counterparty may default on its obligations. These transactions may also increase the Fund’s portfolio turnover
rate. If the Fund reinvests the proceeds of the security sold, the Fund will also be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk).
MBS
TBAs and dollar rolls are subject to counterparty risk.
Derivatives Risk/Forward Foreign Currency Contracts
Risk.
The use of these derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. These instruments
are a type of derivative contract, whereby the Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign
market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S.
dollar, particularly if the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency strategy by a Fund may be reduced by the Fund's inability to
precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency.
Unanticipated changes in the currency markets could result in reduced performance for the Fund or losses. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been
movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.
Investment in these instruments also subjects the Fund, among other factors, to counterparty risk (the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument). The
Fund’s strategy of investing in these instruments may not be successful and the Fund may experience significant losses as a result.
Derivatives Risk/Futures Contracts Risk.
The use of futures contracts is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. A futures contract is a sales
contract between a buyer (holding the “long” position) and a seller (holding the “short” position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and
the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The liquidity of the futures markets depends on participants entering
into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price
movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. Moreover, to the extent the Fund engages in futures contracts on
foreign exchanges, such exchanges may not provide the same protection as U.S. exchanges. The loss that the Fund may incur in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets
are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract
may result in substantial losses for the Fund. Investments in these instruments involve risks, including counterparty risk (the risk that the counterparty to the instrument may not perform or be able to perform in accordance with the terms of the
instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended to offset, and may offset gains) and pricing risk (the risk that the instrument may be difficult to value), each of which may result in
significant losses for the Fund.
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More Information About the Fund
(continued)
Emerging Market Securities Risk.
Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more
likely to have greater exposure to the risks of investing in foreign securities that are described in
Foreign Securities Risk
. In addition, emerging
market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political,
economic or other conditions. Their economies are usually less
mature and their securities markets are typically less developed with more limited trading activity (
i.e.
, lower trading volumes and less liquidity)
than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes
them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid
changes in inflation rates and may have hostile relations with other countries.
Foreign Currency Risk.
The performance of the Fund may be materially affected positively or negatively by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its
assets in foreign securities or other assets denominated in currencies other than the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short or long periods of time for a number of reasons, including changes in
interest rates, imposition of currency controls and economic or political developments in the U.S. or abroad. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars and vice versa.
Foreign Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely volatile. The
performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S. dollar. Foreign securities may also be less liquid than securities of U.S. companies so that the Fund may, at
times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes on the Fund’s income,
capital gains or proceeds from the disposition of foreign securities, which could reduce the Fund’s return on such securities. Other risks include: possible delays in the settlement of transactions or in the
payment of income; generally less publicly available information about foreign companies; the impact of economic, political, social, diplomatic or other conditions or events; possible seizure, expropriation or nationalization of a company or its
assets or the assets of a particular investor or category of investors; possible imposition of currency exchange controls; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to
domestic companies; the imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be
held in the local markets. In addition, it may be difficult to obtain reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. The less developed a country’s securities market is, the greater the level of risks. The risks posed by sanctions against a particular foreign country, its nationals or industries or
businesses within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets.
Geographic Concentration Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. Currency
devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s NAV may be more volatile than
the NAV of a more geographically diversified fund.
High-Yield Securities Risk.
Securities rated below investment grade (commonly called “high-yield” or “junk” bonds) and unrated securities of comparable quality tend to be more sensitive to credit risk than higher-rated
securities and may experience greater price fluctuations in response to perceived changes in the ability of the issuing entity or obligor to pay interest and principal when due than to changes in interest rates. These investments are generally more
likely to experience a default than higher-rated securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. These securities typically pay a
premium — a higher interest rate or yield — because of the increased risk of loss, including default. High-yield securities may require a greater degree of judgment to establish a price, may
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
be difficult to sell at the time and price the Fund desires, may
carry high transaction costs, and also are generally less liquid than higher-rated securities. The securities ratings provided by third party rating agencies are based on analyses by these ratings agencies of the credit quality of the securities and
may not take into account every risk related to whether interest or principal will be timely repaid. In adverse economic and other circumstances, issuers of lower-rated securities are more likely to have difficulty making principal and interest
payments than issuers of higher-rated securities.
Interest Rate Risk.
Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt securities tend to fall, and if interest rates fall, the values of
debt securities tend to rise. Changes in the value of a debt security usually will not affect the amount of income the Fund receives from it but will usually affect the value of the Fund's shares. In general, the longer the maturity or duration
of a debt security, the greater its sensitivity to changes in interest rates. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk. Similarly, a period of rising interest rates may
negatively impact the Fund’s performance. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the value of fixed-income securities held by the Fund, resulting in
a negative impact on the Fund's performance and NAV.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Leverage Risk.
Leverage occurs when the Fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. Because short sales involve borrowing securities and then
selling them, the Fund’s short sales effectively leverage the Fund’s assets. The Fund's assets that are used as collateral to secure the Fund's obligations to return the securities sold short may decrease in value while the short
positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage can create an interest expense that may lower the Fund's overall returns. Leverage presents the opportunity for increased net income and
capital gains, but may also exaggerate the Fund’s volatility and risk of loss. There can be no guarantee that a leveraging strategy will be successful.
Liquidity Risk.
Liquidity risk is the risk associated with a lack of marketability of investments which may make it difficult to sell the investment at a desirable time or price. Decreases in the number of financial institutions willing to make markets in the
Fund’s investments or in their capacity or willingness to trade such investments may increase the Fund’s exposure to this risk. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit
environments) may also adversely affect the liquidity of the Fund's investments. The Fund may have to accept a lower selling price for the holding, sell other investments, or forego another, more appealing investment opportunity. Judgment plays a
larger role in valuing these investments as compared to valuing more liquid investments. Price volatility may be higher for illiquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to
liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Price volatility, liquidity of the market and other factors can lead to an
increase in Fund redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell securities in a down market.
Market Risk.
Market
risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. Security values may fall or fail to rise because of a variety of actual
or perceived factors affecting an issuer (e.g., an unfavorable earnings report), the industry or sector in which it operates, or the market as a whole, which may reduce the value of an investment in the Fund. Under certain market conditions, debt
securities may have greater price volatility than equity securities. Accordingly, an investment in the Fund could lose money over short or long periods. The market values of the securities the Fund holds can be affected by changes or perceived
changes in U.S. or foreign economies and financial markets, and the liquidity of these securities, among other factors.
Mortgage- and Other Asset-Backed
Securities Risk.
The value of any mortgage-backed and other asset-backed securities held by the Fund may be affected by, among other things, changes or perceived changes in: interest rates; factors
concerning the interests in and structure of the issuer or the originator of the mortgages or other assets; the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements; or the
market's assessment of the quality of underlying assets. Mortgage-backed securities represent interests in, or are backed by, pools of mortgages from which payments of interest and principal (net of fees paid to the issuer or guarantor of the
securities) are distributed to the holders of the mortgage-backed securities. Other types of asset-backed securities typically represent interests in, or are backed by, pools of
Columbia Variable
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(continued)
receivables such as credit, automobile, student and home equity
loans. Mortgage- and other asset-backed securities can have a fixed or an adjustable rate. Mortgage- and other asset-backed securities are subject to prepayment risk, which is the possibility that the underlying mortgage or other asset may be
refinanced or prepaid prior to maturity during periods of declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of mortgage-
and other asset-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of mortgage- and other asset-backed securities, making them more volatile and more
sensitive to changes in interest rates. Payment of principal and interest on some mortgage-backed securities (but not the market value of the securities themselves) may be guaranteed (i) by the full faith and credit of the U.S. Government (in the
case of securities guaranteed by the Government National Mortgage Association) or (ii) by its agencies, authorities, enterprises or instrumentalities (in the case of securities guaranteed by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC)), which are not insured or guaranteed by the U.S. Government (although FNMA and FHLMC may be able to access capital from the U.S. Treasury to meet their obligations under such securities).
Mortgage-backed securities issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various credit
enhancements, such as pool insurance, guarantees issued by governmental entities, letters of credit from a bank or senior/subordinated structures, and may entail greater risk than obligations guaranteed by the U.S. Government, whether or not such
obligations are guaranteed by the private issuer.
Non-Diversified Fund Risk.
The Fund is non-diversified, which generally means that it will invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund. This increases the risk that a
change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Fund's value will likely be more
volatile than the value of a more diversified fund.
Prepayment and Extension Risk.
Prepayment risk is the risk that a bond or other security or investment might be called or otherwise converted, prepaid or redeemed before maturity,
and extension risk is the
risk that the investment
might not be called as expected.
In
the case of prepayment risk, if the investment is converted,
prepaid or redeemed before maturity, particularly during a time of declining interest rates or spreads, the portfolio managers may not be able to invest the proceeds in other investments providing as high a level of income, resulting in a reduced
yield to the Fund. Conversely, in the case of extension risk, as interest rates rise or spreads widen, the likelihood of prepayment decreases and the maturity of the investment may extend
the life of the
investment
beyond the prepayment time. If the Fund's investments are locked in at a lower interest rate for a longer period of time, the portfolio managers may be unable to capitalize on securities with
higher interest rates or wider spreads.
Quantitative Model Risk.
The Fund may use quantitative methods to select investments. Securities or other investments selected using quantitative methods may perform differently from the market as a whole or from their expected performance for
many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. Any errors or imperfections in the Fund portfolio manager’s
quantitative analyses or models, or in the data on which they are based, could adversely affect the portfolio manager’s effective use of such analyses or models, which in turn could adversely affect the Fund’s performance. It is not
possible or practicable for a manager to factor all relevant, available data into quantitative model forecasts and/or trading decisions. Quantitative managers will use their discretion to determine what data to gather with respect to an investment
strategy and what data the models will take into account to produce forecasts that may have an impact on ultimate trading decisions. Shareholders should be aware that there is no guarantee that a quantitative manager will use any specific data or
type of data in making trading decisions on behalf of the Fund, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Fund will be the most accurate data available or free
from errors. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Reinvestment Risk.
Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning.
Columbia Variable
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More Information About the Fund
(continued)
Sector Risk.
At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within an economic sector. Companies in the same
economic sector may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly. The
more broadly a Fund invests, the more it spreads risk and potentially reduces the risks of loss and volatility.
Short Positions
Risk.
The Fund may establish short positions which introduce more risk to the Fund than long positions (where the Fund owns the instrument or other asset) because the maximum sustainable loss on an instrument or
other asset purchased (held long) is limited to the amount paid for the instrument or other asset plus the transaction costs, whereas there is no maximum price of the shorted instrument or other asset when purchased in the open market. Therefore, in
theory, short positions have unlimited risk. The Fund’s use of short positions in effect “leverages” the Fund. Leverage potentially exposes the Fund to greater risks of loss due to unanticipated market movements, which may magnify
losses and increase the volatility of returns. To the extent the Fund takes a short position in a derivative instrument or other asset, this involves the risk of a potentially unlimited increase in the value of the underlying instrument or other
asset.
Sovereign Debt Risk.
A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the
availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to
which a sovereign debtor may be subject.
With respect to sovereign debt of emerging market
issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and
interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis and that has led to defaults and the restructuring of certain indebtedness to the detriment of debtholders.
Sovereign debt risk is increased for emerging market issuers.
Additional Investment Strategies and
Policies
This section describes
certain investment strategies and policies that the Fund may utilize in pursuit of its investment objective and some additional factors and risks involved with investing in the Fund.
Investment Guidelines
As a general matter, and except as
specifically described in the discussion of the Fund's principal investment strategies in this prospectus or as otherwise required by the Investment Company Act of 1940, as amended (the 1940 Act), the rules and regulations thereunder and any
applicable exemptive relief, whenever an investment policy or limitation states a percentage of the Fund's assets that may be invested in any security or other asset or sets forth a policy regarding an investment standard, compliance with that
percentage limitation or standard will be determined solely at the time of the Fund's investment in the security or asset.
Holding Other Kinds of Investments
The Fund may hold investments that are not part of
its principal investment strategies. These investments and their risks are described below and/or in the Statement of Additional Information (SAI). The Fund may choose not to invest in certain securities described in this prospectus and in the SAI,
although it has the ability to do so. Information on the Fund’s holdings can be found in the Fund’s shareholder reports.
Transactions in Derivatives
The Fund may enter into derivative
transactions or otherwise have exposure to derivative transactions through underlying investments. Derivatives are financial contracts whose values are, for example, based on (or “derived” from) traditional securities (such as a stock or
bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as the London Interbank Offered Rate (commonly known as LIBOR)) or market indices (such as the Standard & Poor's (S&P) 500
®
Index). The use of derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities
transactions. Derivatives involve special risks and may result in losses or may limit the Fund's potential gain from favorable market movements. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund
to lose more money than it would have lost had it invested in the underlying security or other
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asset directly. The values of derivatives may move in unexpected
ways, especially in unusual market conditions, and may result in increased volatility in the value of the derivative and/or the Fund’s shares, among other consequences. Other risks arise from the Fund's potential inability to terminate or to
sell derivative positions. A liquid secondary market may not always exist for the Fund's derivative positions at times when the Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an
exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper
valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be
unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the
derivatives market. These changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the
SAI.
Investing in Affiliated Funds
The Investment Manager or an affiliate serves as
investment adviser to mutual funds using the Columbia brand (Columbia Funds), including those that are structured as “fund-of-funds”, and provides asset-allocation services to (i) shareholders by investing in shares of other Columbia
Funds, which may include the Fund (collectively referred to in this section as Underlying Funds), and (ii) discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in Underlying Funds. These
affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and the Investment Manager seeks to balance potential conflicts of interest between the affiliated
products and the Underlying Funds in which they invest. The affiliated products’ investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds,
because the affiliated products may own substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its
fixed costs would be spread over a smaller asset base. Because of large positions of certain affiliated products, the Underlying Funds may experience relatively large inflows and outflows of cash due to affiliated products’ purchases and sales
of Underlying Fund shares. Although the Investment Manager or its affiliate may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying
Funds may experience increased expenses as they buy and sell portfolio securities to manage the cash flow effect related to these transactions. Further, when the Investment Manager or its affiliate structures transactions over a reasonable period of
time in order to manage the potential impact of the buy and sell decisions for the affiliated products, those affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption
activity), for shares of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by affiliated products within a short period of time could require the Underlying Fund to liquidate
positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. Substantial redemptions may also adversely affect the ability of the Underlying Fund to
implement its investment strategy. The Investment Manager or its affiliate also has an economic conflict of interest in determining the allocation of affiliated products’ assets among the Underlying Funds, as it earns different fees from the
various Underlying Funds.
Investing in Money Market
Funds
The Fund may invest cash in, or hold as
collateral for certain investments, shares of registered or unregistered money market funds, including funds advised by the Investment Manager or its affiliates. These funds are not insured or guaranteed by the Federal Deposit Insurance Corporation
(FDIC) or any other government agency. The Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Fund may invest.
Lending of Portfolio Securities
The Fund may lend portfolio securities to
broker-dealers or other financial intermediaries on a fully collateralized basis in order to earn additional income. The Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral after the
loan is made or recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral.
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
The Fund currently does not participate in the
securities lending program but the Board of Trustees (the Board) may determine to renew participation in the future. For more information on lending of portfolio securities and the risks involved, see the Fund’s SAI and its annual and
semiannual reports to shareholders.
Investing
Defensively
The Fund may from time to time
take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation,
investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or cash equivalents. The Fund may take such defensive investment positions for as
long a period as deemed necessary.
The Fund
may not achieve its investment objective while it is investing defensively. Investing defensively may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in
increased trading expenses and decreased Fund performance. See also
Investing in Money Market Funds
above for more information.
Other Strategic and Investment Measures
The Fund may also from time to time take temporary
portfolio positions that may or may not be consistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in
derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Investment
Manager believes such positioning is appropriate. The Fund may take such portfolio positions for as long a period as deemed necessary. While the Fund is so positioned, derivatives could comprise a substantial portion of the Fund’s investments
and the Fund may not achieve its investment objective. Investing in this manner may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading
expenses and decreased Fund performance. For information on the risks of investing in derivatives, see
Transactions in Derivatives
above.
Portfolio Holdings Disclosure
The Board has adopted policies and procedures that
govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Fund. A description of these policies and procedures is included in the SAI. Fund policy generally permits the
disclosure of portfolio holdings information only after a certain amount of time has passed, as described in the SAI.
Purchases and sales of portfolio securities can take
place at any time, so the portfolio holdings information may not always be current.
Portfolio Holdings Versus the
Benchmarks
The Fund does
not limit its investments to the securities within its benchmark(s), and accordingly the Fund's holdings may diverge significantly from those of its benchmark(s). In addition, the Fund may invest in securities outside any industry and geographic
sectors represented in its benchmark(s). The Fund's weightings in individual securities, and in industry and geographic sectors, may also vary considerably from those of its benchmark(s).
Cash Flows
The timing and magnitude of cash inflows from
investors buying Fund shares could prevent the Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to shareholders redeeming Fund shares could require the Fund to sell portfolio securities at less than
opportune times or to hold ready reserves of uninvested cash in amounts larger than might otherwise be the case to meet shareholder redemptions. Either situation could adversely impact the Fund’s performance.
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
Understanding Annual Fund Operating Expenses
The Fund’s annual operating
expenses, as presented in the
Annual Fund Operating Expenses
table in the
Fees and Expenses of the Fund
section of this prospectus, generally are based on expenses
incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during that fiscal year. The expense ratios reflect the Fund’s fee arrangements as of
the date of this prospectus and, unless indicated otherwise, are based on expenses incurred during the Fund’s most recent fiscal year. The Fund’s assets will fluctuate, but no adjustments have been or will be made to the expense ratios
to reflect any differences in the Fund’s average net assets between the most recently completed fiscal year, the date of this prospectus or a later date. In general, the Fund’s expense ratios will increase as its net assets decrease,
such that the Fund’s actual expense ratios may be higher than the expense ratios presented in the
Annual Fund Operating Expenses
table if assets fall. Any commitment by the Investment Manager and/or its
affiliates to waive fees and/or cap (reimburse) expenses is expected, in part, to limit the impact of any increase in the Fund’s operating expense ratios that would otherwise result because of a decrease in the Fund’s assets in the
current fiscal year. The Fund’s annual operating expenses are comprised of (i) investment management fees, (ii) distribution and/or service fees, and (iii) other expenses. Management fees do not vary by class, but distribution and/or service
fees and other expenses may vary by class.
Other Expenses
“Other expenses”
consist of the fees the Fund pays to its administrator, custodian, transfer agent, auditors, lawyers and trustees, costs relating to compliance and miscellaneous expenses. Generally, these expenses are the same for each share class and are allocated
on a pro rata basis across all share classes. Certain shareholder servicing fees, however, are class specific. They differ by share class because the shareholder services provided to each share class may be different. Accordingly, the differences in
“other expenses” among share classes are primarily the result of the different shareholder servicing fees applicable to each share class. For more information on these fees, see
About Fund Shares and
Transactions — Selling Agent Compensation.
Expense Reimbursement Arrangements and Impact on Past
Performance
The Investment Manager and certain
of its affiliates have voluntarily agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below), so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any
balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rates of:
Columbia
Variable Portfolio – Global Bond Fund
|
Class
1
|
[_____]%
|
Class
2
|
[_____]%
|
Class
3
|
[_____]%
|
Under the arrangement,
the following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses
associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend
expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest and extraordinary expenses. This arrangement may be revised or discontinued at any
time.
Effect of Fee Waivers and/or
Expense Reimbursements on Past Performance.
The Fund’s returns shown in the
Performance Information
section
of this prospectus reflect the effect of any fee waivers and/or reimbursements of Fund expenses by the Investment Manager and/or any of its affiliates that were in place during the performance period shown. Without such fee waivers/expense
reimbursements, the Fund’s returns might have been lower.
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
Primary Service Providers
The Investment Manager, which also serves as the
Fund’s administrator (the Administrator), the Distributor and Columbia Management Investment Services Corp. (the Transfer Agent) are all affiliates of Ameriprise Financial, Inc. (Ameriprise Financial). They and their affiliates currently
provide key services, including investment advisory, administration, distribution, shareholder servicing and transfer agency services, to the Fund and various other funds, including the Columbia Funds, and are paid for providing these services.
These service relationships are described below.
The
Investment Manager
Columbia Management
Investment Advisers, LLC is located at 225 Franklin Street, Boston, MA 02110 and serves as investment adviser to the Columbia Funds. The Investment Manager is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial. The
Investment Manager’s management experience covers all major asset classes, including equity securities, fixed-income securities and money market instruments. In addition to serving as an investment adviser to traditional mutual funds,
exchange-traded funds and closed-end funds, the Investment Manager acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries.
Subject to oversight by the Board, the Investment
Manager manages the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. The Investment Manager may use the research and other capabilities of its
affiliates and third parties in managing the Fund’s investments.
The SEC has issued an order that permits the
Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval. The order permits the Fund to add or to
change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other
relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser,
or to change the terms of a subadvisory agreement, the Investment Manager does not consider any other relationship it or its affiliates may have with a subadviser, and the Investment Manager discloses to the Board the nature of any material
relationships it has with a subadviser or its affiliates. At present, the Investment Manager has not engaged any investment subadviser for the Fund.
The Investment Manager and its
investment advisory affiliates (Participating Affiliates) around the world may coordinate in providing services to their clients. From time to time, the Investment Manager (or any affiliated investment subadviser to the Fund, as the case may be) may
engage its Participating Affiliates to provide a variety of services such as investment research, investment monitoring, trading,
and discretionary investment management (including portfolio management) to
certain accounts managed by the Investment Manager, including the Fund. These Participating Affiliates will provide services to the Investment Manager (or any affiliated investment subadviser to the Fund, as the case may be) either pursuant to
subadvisory agreements, personnel-sharing agreements or similar inter-company arrangements and the Fund will pay no additional fees and expenses as a result of any such arrangements. These Participating Affiliates, like the Investment Manager, are
direct or indirect subsidiaries of Ameriprise Financial and are registered with the appropriate respective regulators in their home jurisdictions and, where required, the SEC and the Commodity Futures Trading Commission in the United States.
Pursuant to some of these arrangements,
certain employees of these Participating Affiliates may serve as “associated persons” of the Investment Manager and, in this capacity, subject to the oversight and supervision of the Investment Manager and consistent with the investment
objectives, policies and limitations set forth in the Fund’s prospectus and SAI, may provide such services to the Fund on behalf of the Investment Manager.
The Fund pays the Investment
Manager a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly. For the Fund’s most recent fiscal year, aggregate advisory fees paid to the Investment
Manager by the Fund amounted to [___]% of average daily net assets of the Fund. A discussion regarding the basis for the Board approving the renewal of the Fund's investment management services agreement with the Investment Manager is available in
the Fund’s semiannual report to shareholders for the fiscal period ended June 30, 2014.
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
Portfolio Managers
Information about the portfolio managers primarily
responsible for overseeing the Fund’s investments is shown below. The SAI provides additional information about the portfolio managers, including information relating to compensation, other accounts managed by the portfolio managers and
ownership by the portfolio managers of Fund shares.
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Jim
Cielinski
|
|
Portfolio
Manager and Global Head of Fixed Income
|
|
Lead
manager
|
|
2013
|
Matthew
Cobon
|
|
Portfolio
Manager
|
|
Co-manager
|
|
2013
|
Zach
Pandl
|
|
Senior
Interest Rate Strategist and Senior Portfolio Manager
|
|
Co-manager
|
|
2014
|
Gene
Tannuzzo, CFA
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
2014
|
Mr. Cielinski
joined Threadneedle,
a Participating Affiliate, in 2010 as Head of Fixed Income. Prior to joining Threadneedle, Mr. Cielinski was Head of Global Credit – Investment Grade
at Goldman Sachs. Mr. Cielinski began his investment career in 1983 and earned a B.S. in Finance from the University of Utah and an M.B.A. from New York University.
Mr. Cobon
joined
Threadneedle,
a Participating Affiliate, in 2011 as a fund manager. Prior to joining Threadneedle, he was the global head of currency fund management at Aberdeen Asset Management/Deutche Asset Management from
2001 to 2011. Mr. Cobon began his investment career in 1996 and earned a B.S. in Economics from the University of Warwick (U.K.).
Mr. Pandl
joined the
Investment Manager in 2012. Prior to 2012, Mr. Pandl was a senior economist at Goldman Sachs and was an economist at Nomura Securities from 2009-2011 and Lehman Brothers from 2006-2008. Mr. Pandl began his investment career in 2006 and earned a B.S.
from the University of St. Thomas, Minnesota and an M.S. from New York University.
Mr. Tannuzzo
joined
the Investment Manager in 2003. Mr. Tannuzzo began his investment career in 2003 and earned a B.S.B. from University of Minnesota, Carlson School of Management.
The Administrator
Columbia Management Investment Advisers, LLC is
responsible for overseeing the administrative operations of the Fund, including the general supervision of the Fund’s operations, the coordination of the Fund’s service providers and the provision of related clerical and administrative
services. The Fund pays the Administrator a fee (plus certain out-of-pocket expenses) for the administrative services it provides to the Fund.
The Distributor
Shares of the Fund are distributed by Columbia
Management Investment Distributors, Inc., which is located at 225 Franklin Street, Boston, MA 02110. The Distributor is a registered broker-dealer and an indirect, wholly-owned subsidiary of Ameriprise Financial. The Distributor and its affiliates
may pay commissions, distribution and service fees and/or other compensation to entities, including Ameriprise Financial affiliates, for selling shares and providing services to investors.
The Transfer Agent
Columbia Management Investment Services Corp. is a
registered transfer agent and a wholly-owned subsidiary of Ameriprise Financial. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110, and its responsibilities include processing purchases, redemptions and transfers of Fund shares,
calculating and paying distributions, maintaining shareholder records, preparing account statements and providing customer service. The Fund pays the Transfer Agent monthly fees on a per-account basis. The Transfer Agent has engaged Boston Financial
Data Services (BFDS) to provide various sub-transfer agency services. Fees paid to the Transfer Agent also include reimbursements for certain out-of pocket expenses paid by the Transfer Agent on the Fund’s behalf. The Transfer Agent may pay a
portion of these fees to participating insurance companies or other financial intermediaries that provide sub-recordkeeping and other services to Contract owners, Qualified Plan participants and the separate accounts.
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
Other Roles and Relationships of Ameriprise Financial and its
Affiliates — Certain Conflicts of Interest
The Investment Manager, Administrator, Distributor
and Transfer Agent, all affiliates of Ameriprise Financial, provide various services to the Fund and other Columbia Funds for which they are compensated. Ameriprise Financial and its other affiliates may also provide other services to these funds
and be compensated for them.
The Investment
Manager and its affiliates may provide investment advisory and other services to other clients and customers substantially similar to those provided to the Columbia Funds. These activities, and other financial services activities of Ameriprise
Financial and its affiliates, may present actual and potential conflicts of interest and introduce certain investment constraints.
Ameriprise Financial is a major financial services
company, engaged in a broad range of financial activities beyond the mutual fund-related activities of the Investment Manager, including, among others, insurance, broker-dealer (sales and trading), asset management, banking and other financial
activities. These additional activities may involve multiple advisory, financial, insurance and other interests in securities and other instruments, and in companies that issue securities and other instruments, that may be bought, sold or held by
the Columbia Funds.
Conflicts of interest and
limitations that could affect a Columbia Fund may arise from, for example, the following:
■
|
compensation and
other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;
|
■
|
the allocation of,
and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates;
|
■
|
separate and
potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;
|
■
|
regulatory and
other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;
|
■
|
insurance and
other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests;
|
■
|
regulatory and
other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund; and
|
■
|
insurance
companies investing in the Fund may be affiliates of Ameriprise Financial; these affiliated insurance companies, individually and collectively, may hold through separate accounts a significant portion of the Fund's shares and may also invest in
separate accounts managed by the Investment Manager that have the same or substantially similar investment objectives and strategies as the Fund.
|
The Investment Manager and Ameriprise Financial have
adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no assurance that these policies, procedures and disclosures will be effective.
Additional information about
Ameriprise Financial and the types of conflicts of interest and other matters referenced above are set forth in the
Investment Management and Other Services — Other Roles and Relationships of Ameriprise
Financial and its Affiliates — Certain Conflicts of Interest
section of the SAI. Investors in the Columbia Funds should carefully review these disclosures and consult with their financial advisor if they have any questions.
Certain Legal Matters
Ameriprise Financial and certain of its affiliates
have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions and governmental actions, concerning matters arising in connection with the conduct of their business
activities. Ameriprise Financial believes that the Fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to
have a material adverse effect on the Fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Fund. Information regarding certain pending and settled legal proceedings may be found in the
Columbia Variable
Portfolio – Global Bond Fund
More Information About the Fund
(continued)
Fund’s shareholder reports
and in the SAI. Additionally, Ameriprise Financial is required to make quarterly (10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of
these filings may be obtained by accessing the SEC website at sec.gov.
Columbia Variable
Portfolio – Global Bond Fund
About Fund Shares and Transactions
Description of the Share Classes
Share Class Features
The Fund offers the classes of shares set forth on
the cover of this prospectus. Each share class has its own cost structure and other features. The following summarizes the primary features of the Class 1, Class 2 and Class 3 shares.
|
Class
1 Shares
|
Class
2 Shares
|
Class
3 Shares
|
Eligible
Investors
|
Shares
of the Fund are available only to separate accounts of participating insurance companies as underlying investments for variable annuity contracts and/or variable life insurance policies (collectively, Contracts) or qualified pension and retirement
plans (Qualified Plans) or other eligible investors authorized by the Distributor.
|
Investment
Limits
|
none
|
none
|
none
|
Conversion
Features
|
none
|
none
|
none
|
Front-End
Sales Charges
|
none
|
none
|
none
|
Contingent
Deferred Sales Charges (CDSCs)
|
none
|
none
|
none
|
Maximum
Distribution and/or Service Fees
|
none
|
0.25%
|
0.125%
|
Selling and/or Servicing Agents
The terms “selling
agent” and “servicing agent” (collectively, selling agents) refer to the insurance company that issued your contract, qualified pension or retirement plan sponsors or the financial intermediary that employs your financial advisor.
Selling agents also include broker-dealers and financial advisors as well as firms that employ such broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisers, third party administrators and other
financial intermediaries, including Ameriprise Financial and its affiliates.
Distribution and/or Service Fees
Pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the 1940 Act), the Board has approved, and the Fund has adopted, a distribution plan which sets the distribution fees that are periodically deducted from the Fund’s assets for Class 2 and Class 3 shares. The
distribution fee for Class 2 shares is 0.25% and the distribution fee for Class 3 shares is 0.125%. These fees are calculated daily, may vary by share class and are intended to compensate the Distributor and/or selling agents for selling shares
of the Fund and/or providing services to investors. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time.
The Fund will pay these fees to the Distributor
and/or to eligible selling agents for as long as the distribution plan continues. The Fund may reduce or discontinue payments at any time.
Selling Agent Compensation
The Distributor and the Investment Manager make
payments, from their own resources, to selling agents, including to affiliated and unaffiliated insurance companies (each an intermediary), for marketing/sales support services relating to the Columbia Funds. The amount and computation of such
payments varies by Fund, although such payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds sold by the Distributor attributable to that intermediary, gross sales of the Columbia Funds
distributed by the Distributor attributable to that intermediary, or a negotiated lump sum payment. While the financial arrangements may vary for each intermediary, the support payments to any one intermediary are generally between 0.05% and 0.50%
on an annual basis for payments based on average net assets of the Fund attributable to the intermediary, and between 0.05% and 0.25% on an annual basis for an intermediary receiving a payment based on gross sales of the Columbia Funds attributable
to the intermediary. The Distributor and the Investment Manager may make payments in larger amounts or on a basis other than those described above when dealing with certain intermediaries, including certain affiliates of Bank of America Corporation.
Such increased payments may enable such selling agents to offset credits that they may provide to customers. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers and insurance companies, may be
separately incented to include shares of the Columbia Funds in Contracts offered by affiliated insurance
Columbia Variable
Portfolio – Global Bond Fund
About Fund Shares and Transactions
(continued)
companies, as employee compensation and business unit operating
goals at all levels are generally tied to the success of Ameriprise Financial. Certain employees, directly or indirectly, may receive higher compensation and other benefits as investment in the Columbia Funds increases. In addition, management,
sales leaders and other employees may spend more of their time and resources promoting Ameriprise Financial and its subsidiary companies, including the Distributor and the Investment Manager, and the products they offer, including the Fund.
In addition to the payments described above, the
Distributor, the Investment Manager and their affiliates may make other payments or allow promotional incentives to broker-dealers to the extent permitted by SEC and Financial Industry Regulatory Authority (FINRA) rules and by other applicable laws
and regulations.
Amounts paid by the
Distributor and the Investment Manager and their affiliates are paid out of the Distributor’s and the Investment Manager’s own resources and do not increase the amount paid by you or the Fund. You can find further details in the SAI
about the payments made by the Distributor and the Investment Manager and their affiliates, as well as a list of the selling agents, including Ameriprise Financial affiliates, to which the Distributor and the Investment Manager have agreed to make
marketing/sales support payments.
Your selling
agent may charge you fees and commissions in addition to those described herein. You should consult with your selling agent and review carefully any disclosure your selling agent provides regarding its services and compensation. Depending on the
financial arrangement in place at any particular time, a selling agent may have a conflict of interest or financial incentive with respect to its recommendations regarding the Fund or any Contract that includes the Fund.
Share Price Determination
The price you pay or receive when you buy, sell or
transfer shares is the Fund's next determined net asset value (or NAV) per share for a given share class. The Fund calculates the NAV per share for each class of shares of the Fund at the end of each business day.
NAV Calculation
Each of the Fund's share classes
calculates its NAV as follows:
NAV
=
(Value of assets of the share class) – (Liabilities of the share class)
Number of outstanding shares of the class
Business Days
A business day is any day that
the New York Stock Exchange (NYSE) is open. A business day ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early, the business day ends as of the time the NYSE closes. On holidays and other
days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that
trade on days that foreign securities markets are open.
Equity securities are valued
primarily on the basis of market quotations or valuations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the
closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily
on the basis of indicative bids, fixed-income investments maturing in 60 days or less are valued primarily using the amortized cost method and those maturing in excess of 60 days are valued primarily using a market-based price obtained from a
pricing service, if available. Investments in other open-end funds are valued at their latest NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the
Fund's Board. For a money market fund, the Fund's investments are valued at amortized cost, which approximates market value.
Columbia Variable
Portfolio – Global Bond Fund
About Fund Shares and Transactions
(continued)
If a market price is not readily
available or is deemed not to reflect market value, the Fund will determine the price of the portfolio security based on a determination of the security's fair value pursuant to a policy approved by the Fund's Board. In addition, the Fund may use
fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund's share price is calculated. Foreign exchanges typically close before
the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings
announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or
foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security's market price is readily available and reflective of market
value and, if not, the fair value of the security. To the extent the Fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may
be used more frequently than for other funds.
Fair valuation may have the effect of reducing stale
pricing arbitrage opportunities presented by the pricing of Fund shares. However, when the Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of
fair valuation may cause the Fund's performance to diverge to a greater degree from the performance of various benchmarks used to compare the Fund's performance because benchmarks generally do not use fair valuation techniques. Because of the
judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Fund has retained one or more independent fair valuation pricing services to assist in the fair valuation
process for foreign securities.
Shareholder
Information
Each share class has its own cost
structure and other features. Your product may not offer every share class. The Fund encourages you to consult with a financial advisor who can help you with your investment decisions and for more information about the share classes offered by the
Fund and available under your product. Shares of the Fund are generally available for purchase only by participating insurance companies in connection with Contracts and Qualified Plan sponsors.
Shares of the Fund may not be purchased or sold
directly by individual Contract owners or participants in a Qualified Plan. When you sell your shares through your Contract or Qualified Plan, the Fund is effectively buying them back. This is called a redemption. The right of redemption may be
suspended or payment postponed whenever permitted by applicable laws and regulations.
Depending on the context, references to
“you” or “your” herein refer either to the holder of a Contract, participant in a Qualified Plan or qualified institutional investor who may select Fund shares to fund his or her investment in the Contract or Qualified
Plan or to the participating insurance company as the holder of Fund shares through one or more separate accounts or the Qualified Plan.
Potential Conflicts of Interest – Mixed and Shared
Funding
The Fund is available for purchase
only through Contracts offered by participating insurance companies, Qualified Plans and other qualified institutional investors authorized by the Distributor. Due to differences in tax treatment and other considerations, the interests of various
Contract owners, and the interests of Qualified Plan participants, if any, may conflict. The Fund does not foresee any disadvantages to investors arising from these potential conflicts of interest at this time. Nevertheless, the Board of the Fund
intends to monitor events to identify any material irreconcilable conflicts which may arise, and to determine what action, if any, should be taken in response to any conflicts. If such a conflict were to arise, one or more separate accounts might be
required to withdraw its investments in the Fund or shares of another mutual fund may be substituted. This might force the Fund to sell securities at disadvantageous prices.
Order Processing
Orders to buy and sell shares of the Fund that are
placed by your participating insurance company or Qualified Plan sponsor are processed on business days. Orders received in “good form” by the Transfer Agent or a selling agent, including your participating insurance company or Qualified
Plan sponsor, before the end of a business day are priced at the Fund’s NAV per
Columbia Variable
Portfolio – Global Bond Fund
About Fund Shares and Transactions
(continued)
share on that day. Orders received after the end of a business day
will receive the next business day’s NAV per share. The market value of the Fund’s investments may change between the time you submit your order and the time the Fund next calculates its NAV per share. The business day that applies to
your order is also called the trade date.
There is no sales charge associated with the
purchase of Fund shares, but there may be charges associated with your Contract or Qualified Plan. Any charges that apply to your Contract or Qualified Plan, and any charges that apply to separate accounts of participating insurance companies or
Qualified Plans that may own shares directly, are described in your separate Contract prospectus or Qualified Plan disclosure documents.
You may transfer all or part of your investment in
the Fund to one or more of the other investment options available under your Contract or Qualified Plan. You may provide instructions to sell any amount allocated to the Fund. Proceeds will be mailed within seven days after your surrender or
withdrawal request is accepted by an authorized agent. The amount you receive may be more or less than the amount you invested.
Please refer to your Contract prospectus or
Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.
Information Sharing Agreements
As required by Rule 22c-2 under
the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with selling agents, including participating life insurance companies and selling agents that sponsor or offer retirement plans through
which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, selling agents are required, upon request, to: (i) provide shareholder account and transaction information and (ii) execute instructions from the Fund to restrict or
prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund's excessive trading policies and procedures.
Excessive Trading Practices Policy of Non-Money Market
Funds
Right to Reject or Restrict Share
Transaction Orders —
The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should
transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures).
The Fund discourages and does not accommodate excessive trading.
The Fund reserves the right to reject, without any
prior notice, any buy or transfer order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its sole discretion restrict or reject a buy or transfer order even if the transaction is not
subject to the specific limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund's portfolio or is otherwise contrary to the Fund's best interests. The Excessive
Trading Policies and Procedures apply equally to buy or transfer transactions communicated directly to the Transfer Agent and to those received by selling agents.
Specific Buying and Transferring Limitations
— If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor's future purchase orders, including transfer buy orders, involving
any Fund.
For these purposes, a
“round trip” is a purchase or transfer into the Fund followed by a sale or transfer out of the Fund, or a sale or transfer out of the Fund followed by a purchase or transfer into the Fund. A “material” round trip is one that
is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its sole discretion, reject future buy orders by any person, group or account that appears to
have engaged in any type of excessive trading activity.
These limits generally do not apply to automated
transactions or transactions by registered investment companies in a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan
sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement
plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common
ownership or control generally will be counted together, but accounts maintained or
Columbia Variable
Portfolio – Global Bond Fund
About Fund Shares and Transactions
(continued)
managed by a common intermediary generally will not be considered
to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders. In addition, the Fund may, in its sole discretion, reinstate trading privileges that have been revoked
under the Fund's Excessive Trading Policies and Procedures.
Limitations on the Ability to Detect and Prevent
Excessive Trading Practices —
The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives
buy, sell or transfer orders through selling agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling agents or by the use of the omnibus account arrangements they offer. Omnibus account
arrangements are common forms of holding shares of mutual funds, particularly among certain selling agents such as broker-dealers, retirement plans and variable insurance products. These arrangements often permit selling agents to aggregate their
clients' transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.
Some selling agents apply their own restrictions or
policies to underlying investor accounts, which may be more or less restrictive than those described here. This may impact the Fund's ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that
excessive trading may occur despite the Fund's efforts to detect and prevent it.
Although these restrictions and policies involve
judgments that are inherently subjective and may involve some selectivity in their application, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders in making any such judgments.
Risks of Excessive Trading —
Excessive trading creates certain risks to the Fund's long-term shareholders and may create the following adverse effects:
■
|
negative impact on
the Fund's performance;
|
■
|
potential dilution
of the value of the Fund's shares;
|
■
|
interference with
the efficient management of the Fund's portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;
|
■
|
losses on the sale
of investments resulting from the need to sell securities at less favorable prices; and
|
■
|
increased
brokerage and administrative costs.
|
To the extent that the Fund invests significantly in
foreign securities traded on markets that close before the Fund's valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Fund's
valuation time that influence the value of foreign securities, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Fund's valuation time. This is often referred to as
price arbitrage. The Fund has adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Fund believes to be the fair value of those securities as of its valuation time. To the
extent the adjustments don't work fully, investors engaging in price arbitrage may cause dilution in the value of the Fund's shares held by other shareholders.
Similarly, to the extent that the Fund invests
significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their
understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund's portfolio to a greater degree than would be the case for mutual funds
that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause
dilution in the value of Fund shares held by other shareholders.
Excessive Trading Practices Policy of Columbia Variable
Portfolio - Cash Management Fund
A money
market fund is designed to offer investors a liquid cash option that they may buy and sell as often as they wish. Accordingly, the Board has not adopted policies and procedures designed to discourage excessive or short-term trading of Columbia
Variable Portfolio - Cash Management Fund shares. However, since frequent purchases and sales of Columbia Variable Portfolio - Cash Management Fund shares could in certain instances harm shareholders in various ways, including reducing the returns
to long-term shareholders by increasing costs (such as spreads paid to dealers who trade money market instruments with Columbia Variable Portfolio - Cash Management Fund) and disrupting portfolio management strategies, Columbia Variable Portfolio -
Cash Management Fund reserves the right, but has no obligation, to reject any purchase or transfer
Columbia Variable
Portfolio – Global Bond Fund
About Fund Shares and Transactions
(continued)
transaction at any time. Columbia Variable Portfolio - Cash
Management Fund has no limits on purchase or transfer transactions. In addition, Columbia Variable Portfolio - Cash Management Fund reserves the right to impose or modify restrictions on purchases, transfers or trading of Fund shares at any
time.
Columbia Variable
Portfolio – Global Bond Fund
Distributions to Shareholders
A mutual fund can make money two ways:
■
|
It can earn income
on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.
|
■
|
A
mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells
that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term,
depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term).
|
Distributions
Mutual funds make payments of
fund earnings to shareholders, distributing them among all shareholders of the fund. As a shareholder, you are entitled to your portion of a fund's distributed income, including capital gains. Reinvesting your distributions buys you more shares of a
fund
—
which lets you take advantage of the potential for compound growth. Putting the money you earn back into your investment means it, in turn, may earn even more money. Over time, the power of
compounding has the potential to significantly increase the value of your investment. There is no assurance, however, that you'll earn more money if you reinvest your distributions rather than receive them in cash.
The Fund intends to pay out, in the form of
distributions to shareholders, a sufficient amount of its income and gains so that the Fund will qualify for treatment as a regulated investment company and generally will not have to pay any federal excise tax. The Fund generally intends to
distribute any net realized capital gain (whether long-term or short-term gain) at least once a year. Normally, the Fund will declare and pay distributions of net investment income according to the following schedule:
Declaration
and Distribution Schedule
|
Declarations
|
Quarterly
|
Distributions
|
Quarterly
|
The Fund may, however,
declare or pay distributions of net investment income more frequently.
Different share classes of the Fund usually pay
different net investment income distribution amounts, because each class has different expenses. Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.
The Fund will automatically reinvest distributions
in additional shares of the same share class of the Fund unless you inform us you want to receive your distributions to be paid in cash.
Taxes and Your Investment
The Fund intends to qualify each year as a regulated
investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund’s failure to qualify as a regulated investment
company would result in fund level taxation, and consequently, a reduction in income available for distribution to you.
Shares of the Fund are only offered to separate
accounts of participating insurance companies, Qualified Plans, and certain other eligible persons or plans permitted to hold shares of the Fund pursuant to the applicable Treasury Regulations without impairing the ability of participating insurance
companies to satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended. You should consult with the participating insurance company that issued your Contract, plan sponsor, or other eligible investor
through which your investment in the Fund is made regarding the U.S. federal income taxation of your investment.
Columbia Variable
Portfolio – Global Bond Fund
Distributions and Taxes
(continued)
For Variable Annuity Contracts and Variable Life
Insurance Policies:
Your Contract may qualify for favorable tax treatment. As long as your Contract continues to qualify for favorable tax treatment, you will only be taxed on your investment in the Fund through
such Contract, even if the Fund makes distributions and/or you change your investment options under the Contract. In order to qualify for such treatment, among other things, the separate accounts of participating insurance companies, which maintain
and invest net proceeds from Contracts, must be “adequately diversified.” The Fund intends to operate in such a manner so that a separate account investing only in Fund shares on behalf of a holder of a Contract will be “adequately
diversified.” If the Fund does not meet such requirements because its investments are not adequately diversified, your Contract could lose its favorable tax treatment and income and gain allocable to your Contract could be taxable currently to
you. This could also occur if Contract holders are found to have an impermissible level of control over the investments underlying their Contracts.
Taxes
The information provided above is
only a summary of how U.S. federal income taxes may affect your investment in the Fund. It is not intended as a substitute for careful tax planning. Your investment in the Fund may have other tax implications. It does not apply to certain types of
investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA. Please see the SAI for more detailed tax information. You should
consult with your own tax advisor about the particular tax consequences to you of an investment in the Fund, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.
Columbia Variable
Portfolio – Global Bond Fund
The financial highlights
tables are intended to help you understand the Fund’s financial performance for the past five fiscal years or, if shorter, the Fund’s period of operations. Certain information reflects financial results for a single Fund share. Per share
net investment income (loss) amounts are calculated based on average shares outstanding during the period. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund assuming all
dividends and distributions had been reinvested. Total returns do not reflect any fees and expenses imposed under your Contract and/or Qualified Plan, as applicable; such fees and expenses would reduce the total returns for all periods shown.
Total return and portfolio turnover are not annualized for periods of less than one year. The portfolio turnover rate is calculated without regard to purchase and sales transactions of short-term instruments and certain derivatives, if any. If such
transactions were included, the Fund’s portfolio turnover rate may be higher. The information for the three most recent fiscal years has been audited by [___________], an independent registered public accounting firm, whose report, along with
the Fund’s financial statements, is included in the annual report, which is available upon request. The information for the prior fiscal years has been derived from the financial statements audited by the Fund’s former independent
registered public accounting firm.
[To Be
Inserted]
For More Information
The Fund is generally available only to owners of
Contracts issued by participating insurance companies and participants in Qualified Plans. Please refer to your Contract prospectus or Qualified Plan disclosure documents for information about how to buy, sell and transfer shares of the
Fund.
Additional Information About the Fund
Additional information about the Fund’s
investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance
during its last fiscal year. The SAI also provides additional information about the Fund and its policies. The SAI, which has been filed with the SEC, is legally part of this prospectus (incorporated by reference). To obtain these documents free of
charge, to request other information about the Fund and to make shareholder inquiries, please contact the Fund as follows:
By
Mail:
Columbia Funds
c/o Columbia Management Investment Services Corp.
P.O. Box 8081
Boston, MA 02266-8081
By Telephone:
800.345.6611
The Fund’s offering
documents and shareholder reports are not available on the Columbia Funds’ website because they are generally available only through participating insurance companies or retirement plans.
The website references in this
prospectus are inactive links and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.
Information Provided by the SEC
You can review and copy information about the Fund
(including this prospectus, the SAI and shareholder reports) at the SEC’s Public Reference Room in Washington, D.C. To find out more about the operation of the Public Reference Room, call the SEC at 202.551.8090. Reports and other information
about the Fund are also available in the EDGAR Database on the SEC’s website at http://www.sec.gov. You can receive copies of this information, for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing
the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
The investment company registration number of Columbia
Funds Variable Series Trust II, of which the Fund is a series, is 811-22127.
© 2015 Columbia Management Investment
Distributors, Inc.
225 Franklin Street, Boston, MA 02110
800.345.6611
Columbia Variable Portfolio – Select
International Equity Fund
(formerly known as Columbia Variable Portfolio
- International Opportunity Fund)
The Fund may offer Class 1, Class 2 and Class 3 shares to separate accounts
funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans (Qualified Plans) and other qualified
institutional investors authorized by Columbia Management Investment Distributors, Inc. (the Distributor). There are no exchange ticker symbols associated with shares of the Fund.
As with all mutual funds, the Securities and Exchange
Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Columbia
Variable Portfolio – Select International Equity Fund
|
3
|
|
3
|
|
3
|
|
3
|
|
4
|
|
6
|
|
7
|
|
7
|
|
7
|
|
7
|
|
8
|
|
8
|
|
8
|
|
8
|
|
12
|
|
15
|
|
17
|
|
18
|
|
19
|
|
19
|
|
19
|
|
20
|
|
21
|
|
25
|
|
25
|
|
25
|
|
27
|
Columbia Variable
Portfolio – Select International Equity Fund
Investment Objective
Columbia Variable Portfolio – Select
International Equity Fund (the Fund) seeks to provide shareholders with capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you
may pay as an investor in the Fund. The table does not reflect any fees or expenses imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents. If the additional fees
or expenses were reflected, the expenses set forth below would be higher.
Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
Class
1
|
Class
2
|
Class
3
|
Management
fees
|
[_____]%
|
[_____]%
|
[_____]%
|
Distribution
and/or service (12b-1) fees
|
[_____]%
|
[_____]%
|
[_____]%
|
Other
expenses
|
[_____]%
|
[_____]%
|
[_____]%
|
Total
annual Fund operating expenses
|
[_____]%
|
[_____]%
|
[_____]%
|
The following example is
intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:
■
|
you invest $10,000
in the applicable class of Fund shares for the periods indicated,
|
■
|
your investment
has a 5% return each year, and
|
■
|
the
Fund’s total annual operating expenses remain the same as shown in the
Annual Fund Operating Expenses
table above.
|
The example does not reflect
any fees and expenses that apply to your Contract or Qualified Plan. Inclusion of these charges would increase expenses for all periods shown.
Although your actual costs
may be higher or lower, based on the assumptions listed above, your costs would be:
|
1
year
|
3
years
|
5
years
|
10
years
|
Class
1
|
$[_____]
|
$[_____]
|
$[_____]
|
$[_____]
|
Class
2
|
$[_____]
|
$[_____]
|
$[_____]
|
$[_____]
|
Class
3
|
$[_____]
|
$[_____]
|
$[_____]
|
$[_____]
|
Portfolio Turnover
The Fund may pay
transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the
Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities (including common stock, preferred stock, and depositary receipts) of companies located in at least three countries
other than the United States, including emerging market countries. The Fund invests in companies that are believed to have the potential for growth. The Fund typically employs a focused portfolio investing style, which results in fewer holdings than
a fund that seeks to achieve its investment objective by investing in a greater number of issuers.
Columbia
Variable Portfolio – Select International Equity Fund
Summary of the Fund
(continued)
The Fund may invest in
derivatives, including futures and forward foreign currency contracts, in an effort to enhance returns, to hedge existing positions, to manage the Fund’s currency and overall risk exposure, to increase market or other exposure, and/or to
increase investment flexibility (including using the derivative as a substitute for a position in an underlying security, currency, asset, or other instrument or reference). Derivatives may be used by the Fund to obtain net long and/or net negative
(short) exposure to a security, currency, asset, or other instrument or reference.
The Fund may invest in companies involved in initial
public offerings, tender offers, mergers, other corporate restructurings and other special situations.
Principal Risks
An investment in the Fund involves risk, including
those described below.
There is no assurance that the Fund will achieve its investment objective and you may lose money
. The value of the Fund’s holdings may decline, and the Fund’s net asset value
(NAV) and share price may go down.
Active
Management Risk.
Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives.
Depositary Receipts Risk.
Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary
Receipts (ADRs). Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those of the particular country, which may be related to the particular political, regulatory, economic, social and
other conditions or events occurring in the country and fluctuations in its currency, as well as market risk tied to the underlying foreign company. In addition, ADR holders may have limited voting rights and may not have the same rights afforded
typical company stockholders in the event of a corporate action such as an acquisition, merger or rights offering and may experience difficulty in receiving company stockholder communications.
Derivatives Risk.
Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying security, instrument, commodity, currency or index may result in a substantial loss for the Fund. In addition to the
potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative investments will typically increase the Fund’s exposure to principal risks to which it is otherwise exposed, and may
expose the Fund to additional risks, including correlation risk, counterparty risk, hedging risk, leverage risk and/or liquidity risk.
Derivatives Risk/Forward Foreign Currency Contracts
Risk.
These instruments are a type of derivative contract whereby the Fund may agree to buy or sell a country’s or region’s currency at a specific price on a specific date in the future. These
instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk. Investment in these instruments also subjects the Fund to counterparty
risk. The Fund’s strategy of investing in these instruments may not be successful and the Fund may experience significant losses as a result.
Derivatives Risk/Futures Contracts Risk.
The loss that may be incurred in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the
volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may result in substantial losses for the Fund. Futures
contracts may be illiquid. Furthermore, exchanges may limit fluctuations in futures contract prices during a trading session by imposing a maximum permissible price movement on each futures contract. The Fund may be disadvantaged if it is prohibited
from executing a trade outside the daily permissible price movement. Futures contracts executed on foreign exchanges may not provide the same protection as U.S. exchanges. These transactions involve additional risks, including counterparty risk,
hedging risk and pricing risk.
Emerging
Market Securities Risk.
Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin
America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting,
for example, from rapid changes or developments in social, political,
economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more
limited trading activity (i.e., lower trading volumes and less liquidity) than more developed countries.
Columbia Variable
Portfolio – Select International Equity Fund
Summary of the Fund
(continued)
Emerging market securities tend to be more volatile than securities
in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries, and some
have a higher risk of currency devaluations.
Focused Portfolio Risk.
Because the Fund may invest in a limited number of companies, the Fund as a whole is subject to greater risk of loss if any of those securities decline in price.
Foreign Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. Foreign securities subject the Fund to the risks associated with
investing in the particular country of an issuer, including the political, regulatory, economic, social, diplomatic and other conditions or events occurring in the country or region, as well as risks associated with less developed custody and
settlement practices. Foreign securities may be more volatile and less liquid than securities of U.S. companies, and are subject to the risks associated with potential imposition of economic and other sanctions against a particular foreign country,
its nationals or industries or businesses within the country. The performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S. dollar, particularly if the Fund invests a
significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar.
Geographic Concentration Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. The
Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund.
Geographic Concentration Risk/Asia Pacific Region
Risk.
Many of the countries in the Asia Pacific region are considered underdeveloped or developing, including from a political, economic and/or social perspective, and may have relatively unstable governments and
economies based on limited business, industries and/or natural resources or commodities. Events in any one country within the region may impact other countries in the region or the region as a whole. As a result, events in the region will generally
have a greater effect on the Fund than if the Fund were more geographically diversified. This could result in increased volatility in the value of the Fund’s investments and losses for the Fund. Also, securities of some companies in the region
can be less liquid than U.S. or other foreign securities, potentially making it difficult for the Fund to sell such securities at a desirable time and price.
Geographic Concentration Risk/Europe Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries in Europe. Currency devaluations could occur in countries that have not yet
experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. In addition, the private and public sectors’ debt problems of a single European Union (EU) country can pose
significant economic risks to the EU as a whole. As a result, the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund. If securities of issuers in Europe fall out of favor, it may cause the Fund to
underperform other funds that do not concentrate in this region of the world.
Growth Securities Risk.
Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value
and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Market Risk.
Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. An investment in the Fund could
lose money over short or long periods. Although equity securities generally tend to have greater price volatility than debt securities, under certain market conditions, debt securities may have comparable or greater price volatility.
Special Situations Risk.
Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be exposed to heightened special risk because of the high
degree of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss
following the offering. It is possible
Columbia
Variable Portfolio – Select International Equity Fund
Summary of the Fund
(continued)
that there will be no active trading market for the securities
after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Certain “special situation” investments are investments in securities or other instruments that are determined
to be illiquid or lacking a readily ascertainable fair value. Certain special situation investments prevent ownership interest therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized,
which may negatively impact Fund performance. Investing in special situations may have a magnified effect on the performance of funds with small amounts of assets.
Performance Information
The following bar chart and table
show you how the Fund has performed in the past, and can help you understand the risks of investing in the Fund. The bar chart shows how the Fund’s Class 3 share performance has varied for each full calendar year shown. The table below the bar
chart compares the Fund’s returns for the periods shown with a broad measure of market performance.
The performance of one or more share classes shown
in the table below begins before the indicated inception date for such share class. The returns shown for each such share class include the returns of the Fund’s Class 3 shares (adjusted to reflect the higher class-related operating expenses
of such classes, where applicable) for periods prior to its inception date. Except for differences in annual returns resulting from differences in expenses (where applicable), the share classes of the Fund would have substantially similar annual
returns because all share classes of the Fund invest in the same portfolio of securities.
The returns shown do not reflect any fees and
expenses imposed under your Contract or Qualified Plan and would be lower if they did.
The Fund’s past performance is no guarantee of
how the Fund will perform in the future.
Updated performance information can be obtained by calling toll-free 800-345-6611 or visiting columbiamanagement.com.
Year
by Year Total Return (%)
as of December 31 Each Year
|
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart
|
|
Best
|
[ ] Quarter [ ]
|
—
|
Worst
|
[ ] Quarter [ ]
|
—
|
Average Annual Total Returns (for
periods ended December 31, 2014)
|
Share
Class
Inception Date
|
1
Year
|
5
Years
|
10
Years
|
Class
1
|
05/03/2010
|
—
|
—
|
—
|
Class
2
|
05/03/2010
|
—
|
—
|
—
|
Class
3
|
01/13/1992
|
—
|
—
|
—
|
MSCI
EAFE Index (Net)
(reflects reinvested dividends net of withholding taxes but reflects no deductions for fees, expenses or other taxes)
|
|
—
|
—
|
—
|
Columbia Variable
Portfolio – Select International Equity Fund
Summary of the Fund
(continued)
Fund Management
Investment Manager:
Columbia Management Investment Advisers, LLC
Subadviser:
Threadneedle International Limited
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Simon
Haines, CFA
|
|
Fund
Manager
|
|
Portfolio
Manager
|
|
2013
|
William
Davies
|
|
Head
of Global Equities and Deputy Head of Equities of Threadneedle
|
|
Deputy
Portfolio Manager
|
|
2013
|
David
Dudding, CFA
|
|
Fund
Manager
|
|
Deputy
Portfolio Manager
|
|
May 2015
|
Purchase and Sale of Fund
Shares
The Fund is available for purchase
through Contracts offered by the separate accounts of participating insurance companies or Qualified Plans or by other eligible investors authorized by Columbia Management Investment Distributors, Inc. (the Distributor). Shares of the Fund may not
be purchased or sold by individual owners of Contracts or Qualified Plans. If you are a Contract holder or Qualified Plan participant, please refer to your Contract prospectus or Qualified Plan disclosure documents for information about minimum
investment requirements and how to purchase and redeem shares of the Fund.
Tax Information
The Fund normally distributes its net investment
income and net realized capital gains, if any, to its shareholders, which are generally the participating insurance companies and Qualified Plans investing in the Fund through separate accounts. These distributions may not be taxable to you as the
holder of a Contract or a participant in a Qualified Plan. Please consult the prospectus or other information provided to you by your participating insurance company and/or Qualified Plan regarding the U.S. federal income taxation of your contract,
policy and/or plan.
Payments to Broker-Dealers and Other
Financial Intermediaries
If you make
allocations to the Fund, the Fund, its Distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such
allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other
investment option. Ask your financial advisor or salesperson or visit your financial intermediary’s website for more information.
Columbia
Variable Portfolio – Select International Equity Fund
More Information About the Fund
Investment Objective
Columbia Variable Portfolio – Select
International Equity Fund (the Fund) seeks to provide shareholders with capital appreciation. Only shareholders can change the Fund’s investment objective. Because any investment involves risk, there is no assurance the Fund’s objective
will be achieved.
Principal Investment
Strategies
Under
normal circumstances, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities (including common stock, preferred stock, and depositary receipts) of companies located in at
least three countries other than the United States, including emerging market countries. The Fund invests in companies that are believed to have the potential for growth. The Fund typically employs a focused portfolio investing style, which results
in fewer holdings than a fund that seeks to achieve its investment objective by investing in a greater number of issuers.
The Fund may invest in derivatives, including
futures and forward foreign currency contracts, in an effort to enhance returns, to hedge existing positions, to manage the Fund’s currency and overall risk exposure, to increase market or other exposure, and/or to increase investment
flexibility (including using the derivative as a substitute for a position in an underlying security, currency, asset, or other instrument or reference). Derivatives may be used by the Fund to obtain net long and/or net negative (short) exposure to
a security, currency, asset, or other instrument or reference.
The Fund may invest in companies involved in initial
public offerings, tender offers, mergers, other corporate restructurings and other special situations.
Columbia Management Investment Advisers, LLC (the
Investment Manager) serves as the investment manager to the Fund and is responsible for oversight of the Fund’s subadviser, Threadneedle International Limited (Threadneedle or the Subadviser), an indirect wholly-owned subsidiary of Ameriprise
Financial, Inc., the parent company of the Investment Manager.
Threadneedle chooses investments for the Fund
by:
■
|
Deploying an
integrated approach to equity research that incorporates regional analyses, an international sector strategy, and stock specific perspectives;
|
■
|
Conducting
detailed research on companies in a consistent strategic and macroeconomic framework;
|
■
|
Looking for
catalysts of change and identifying the factors driving markets, which will vary over economic and market cycles; and
|
■
|
Implementing
rigorous risk control processes that seek to ensure that the risk and return characteristics of the Fund’s portfolio are consistent with established portfolio management parameters.
|
A number of factors may prompt the portfolio
management team to sell securities. A sale may result from a change in the composition of the Fund’s benchmark or a change in sector strategy. A sale may also be prompted by factors specific to a stock, such as valuation or company
fundamentals.
The
Fund’s investment policy with respect to 80% of its net assets may be changed by the Board of Trustees without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
Principal Risks
An investment in the Fund involves risk, including
those described below.
There is no assurance that the Fund will achieve its investment objective and you may lose money
. The value of the Fund’s holdings may decline, and the Fund’s net asset value
(NAV) and share price may go down.
Active Management Risk.
The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that will achieve the Fund’s investment objective. Due to its
active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Columbia Variable
Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
Depositary Receipts Risk.
Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary
Receipts (ADRs). Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those of the particular country, which may be related to the particular political, regulatory, economic, social and
other conditions or events occurring in the country and fluctuations in its currency, as well as market risk tied to the underlying foreign company. In addition, ADR holders may have limited voting rights and may not have the same rights afforded
typical company stockholders in the event of a corporate action such as an acquisition, merger or rights offering and may experience difficulty in receiving company stockholder communications.
Derivatives Risk.
Derivatives are financial instruments whose value depends on, or is derived from, the value of other underlying assets. Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying
security, instrument, commodity, currency or index may result in a substantial loss for the Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative
investments will typically increase the Fund’s exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks. Depending on the type and purpose of the Fund’s derivative investments, these risks
may include: correlation risk (there may be an imperfect correlation between the hedge and the opposite position, which is related to hedging risk), counterparty risk (the counterparty to the instrument may not perform or be able to perform in
accordance with the terms of the instrument), leverage risk (losses from the derivative instrument may be greater than the amount invested in the derivative instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that
it is intended to offset, and may offset gains), and/or liquidity risk (it may not be possible for the Fund to liquidate the instrument at an advantageous time or price), each of which may result in significant losses for the Fund.
Derivatives Risk/Forward Foreign Currency Contracts
Risk.
The use of these derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. These instruments
are a type of derivative contract, whereby the Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign
market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if
the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency strategy by a Fund may be reduced by the Fund's inability to precisely match forward contract amounts and the value
of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. Unanticipated changes in the currency markets could result in
reduced performance for the Fund or losses. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts
its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. Investment in these instruments also subjects the Fund, among other
factors, to counterparty risk (the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument). The Fund’s strategy of investing in these instruments may not be
successful and the Fund may experience significant losses as a result.
Derivatives Risk/Futures Contracts Risk.
The use of futures contracts is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. A futures contract is a sales
contract between a buyer (holding the “long” position) and a seller (holding the “short” position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and
the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The liquidity of the futures markets depends on participants entering
into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price
movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. Moreover, to the extent the Fund engages in futures contracts on
foreign exchanges, such exchanges may not provide the same protection as U.S. exchanges. The loss that the Fund may incur in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets
are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures
Columbia
Variable Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
trading, a relatively small price movement in a futures contract
may result in substantial losses for the Fund. Investments in these instruments involve risks, including counterparty risk (the risk that the counterparty to the instrument may not perform or be able to perform in accordance with the terms of the
instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended to offset, and may offset gains) and pricing risk (the risk that the instrument may be difficult to value), each of which may result in
significant losses for the Fund.
Emerging Market Securities Risk.
Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more
likely to have greater exposure to the risks of investing in foreign securities that are described in
Foreign Securities Risk
. In addition, emerging
market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political,
economic or other conditions. Their economies are usually less
mature and their securities markets are typically less developed with more limited trading activity (
i.e.
, lower trading volumes and less liquidity)
than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes
them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid
changes in inflation rates and may have hostile relations with other countries.
Focused Portfolio Risk.
The Fund, because it may invest in a limited number of companies, may have more volatility in its NAV and is considered to have more risk than a fund that invests in a greater number of companies because changes in the
value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV. To the extent the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those
securities decline in price.
Foreign
Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely
volatile. The performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S. dollar. Foreign securities may also be less liquid than securities of U.S. companies so that the
Fund may, at times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the
event of default with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes on the Fund’s income,
capital gains or proceeds from the disposition of foreign securities, which could reduce the Fund’s return on such securities. Other risks include: possible delays in the settlement of transactions or in the
payment of income; generally less publicly available information about foreign companies; the impact of economic, political, social, diplomatic or other conditions or events; possible seizure, expropriation or nationalization of a company or its
assets or the assets of a particular investor or category of investors; possible imposition of currency exchange controls; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to
domestic companies; the imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be
held in the local markets. In addition, it may be difficult to obtain reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. The less developed a country’s securities market is, the greater the level of risks. The risks posed by sanctions against a particular foreign country, its nationals or industries or
businesses within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets.
Geographic Concentration Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. Currency
devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s NAV may be more volatile than
the NAV of a more geographically diversified fund.
Geographic Concentration Risk/Asia Pacific Region
Risk.
A number of countries in the Asia Pacific region are considered underdeveloped or developing, including from a political, economic and/or social perspective, and may have relatively unstable governments and
economies based on limited business, industries and/or natural resources or commodities. Events in any one country within the region may impact that country, other countries in the region or the region as a whole. As a result, events in
Columbia Variable
Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
the region will generally have a
greater effect on the Fund than if the Fund were more geographically diversified in areas with more developed countries and economies. This could result in increased volatility in the value of the Fund’s investments and losses for the Fund.
Continued growth of economies and securities markets in the region will require sustained economic and fiscal discipline, as well as continued commitment to governmental and regulatory reforms. Development also may be influenced by international
economic conditions, including those in the United States and Japan, and by world demand for goods or natural resources produced in countries in the Asia Pacific region. Securities markets in the region are generally smaller and have a lower trading
volume than those in the United States, which may result in the securities of some companies in the region being less liquid than U.S. or other foreign securities. Some currencies, inflation rates or interest rates in the Asia Pacific region are or
can be volatile, and some countries in the region may restrict the flow of money in and out of the country. The risks described under “Emerging Markets Securities Risk” and “Foreign Securities Risk” may be more pronounced due
to concentration of the Fund’s investments in the region.
Geographic Concentration Risk/Europe Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries in Europe. Most developed countries in Western Europe are members of the European
Union (EU), and many are also members of the European Economic and Monetary Union (EMU). European countries can be significantly affected by the tight fiscal and monetary controls that the EMU imposes on its members and with which candidates for EMU
membership are required to comply. In addition, the private and public sectors’ debt problems of a single EU country can pose significant economic risks to the EU as a whole. Unemployment in Europe has historically been higher than in the
United States and public deficits are an ongoing concern in many European countries. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already
experienced such devaluations. As a result, the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund. If securities of issuers in Europe fall out of favor, it may cause the Fund to underperform other funds
that do not concentrate in this region of the world.
Growth Securities Risk.
Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value
and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Market Risk.
Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. Security values may fall or fail
to rise because of a variety of actual or perceived factors affecting an issuer (e.g., an unfavorable earnings report), the industry or sector in which it operates, or the market as a whole, which may reduce the value of an investment in the Fund.
Accordingly, an investment in the Fund could lose money over short or long periods. The market values of the securities the Fund holds can be affected by changes or perceived changes in U.S. or foreign economies and financial markets, and the
liquidity of these securities, among other factors. Although equity securities generally tend to have greater price volatility than debt securities, under certain market conditions, debt securities may have comparable or greater price volatility. In
addition, stock prices may be sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
Special Situations Risk.
Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be exposed to heightened special risk because of the high
degree of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss
following the offering. It is possible that there will be no active trading market for the securities after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Initial public
offerings are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in initial public offerings, it may not be able to invest to the extent desired, because, for
example, only a small portion (if any) of the securities being offered in an initial public offering are available to the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in initial
public offerings may be lower than during periods when the Fund is able to do so. Securities purchased in initial public offerings which are sold within 12 months of purchase may result in increased short-term capital
Columbia
Variable Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
gains, which will be taxable to the Fund’s shareholders as
ordinary income. Certain “special situation” investments are investments in securities or other instruments that are determined to be illiquid or lacking a readily ascertainable fair value. Certain special situation investments prevent
ownership interest therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized, which may negatively impact Fund performance. Investing in special situations may have a magnified effect
on the performance of funds with small amounts of assets.
Additional Investment Strategies and Policies
This section describes certain investment strategies
and policies that the Fund may utilize in pursuit of its investment objective and some additional factors and risks involved with investing in the Fund.
Investment Guidelines
As a general matter, and except as
specifically described in the discussion of the Fund's principal investment strategies in this prospectus or as otherwise required by the Investment Company Act of 1940, as amended (the 1940 Act), the rules and regulations thereunder and any
applicable exemptive relief, whenever an investment policy or limitation states a percentage of the Fund's assets that may be invested in any security or other asset or sets forth a policy regarding an investment standard, compliance with that
percentage limitation or standard will be determined solely at the time of the Fund's investment in the security or asset.
Holding Other Kinds of Investments
The Fund may hold investments that are not part of
its principal investment strategies. These investments and their risks are described below and/or in the Statement of Additional Information (SAI). The Fund may choose not to invest in certain securities described in this prospectus and in the SAI,
although it has the ability to do so. Information on the Fund’s holdings can be found in the Fund’s shareholder reports or by visiting columbiamanagement.com.
Transactions in Derivatives
The Fund may enter into derivative
transactions or otherwise have exposure to derivative transactions through underlying investments. Derivatives are financial contracts whose values are, for example, based on (or “derived” from) traditional securities (such as a stock or
bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as the London Interbank Offered Rate (commonly known as LIBOR)) or market indices (such as the Standard & Poor's (S&P) 500
®
Index). The use of derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities
transactions. Derivatives involve special risks and may result in losses or may limit the Fund's potential gain from favorable market movements. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund
to lose more money than it would have lost had it invested in the underlying security or other asset directly. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result in increased volatility in
the value of the derivative and/or the Fund’s shares, among other consequences. Other risks arise from the Fund's potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund's
derivative positions at times when the Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter
market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with
the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at
all. U.S. federal legislation has been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. These changes could restrict and/or impose significant costs or other burdens
upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the SAI.
Investing in Affiliated Funds
The Investment Manager or an affiliate serves as
investment adviser to mutual funds using the Columbia brand (Columbia Funds), including those that are structured as “fund-of-funds”, and provides asset-allocation services to (i) shareholders by investing in shares of other Columbia
Funds, which may include the Fund (collectively referred to in this section as Underlying Funds), and (ii) discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in
Columbia Variable
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More Information About the Fund
(continued)
Underlying Funds. These affiliated products, individually or
collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and the Investment Manager seeks to balance potential conflicts of interest between the affiliated products and the Underlying Funds in which
they invest. The affiliated products’ investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds, because the affiliated products may own
substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its fixed costs would be spread over a
smaller asset base. Because of large positions of certain affiliated products, the Underlying Funds may experience relatively large inflows and outflows of cash due to affiliated products’ purchases and sales of Underlying Fund shares.
Although the Investment Manager or its affiliate may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying Funds may experience
increased expenses as they buy and sell portfolio securities to manage the cash flow effect related to these transactions. Further, when the Investment Manager or its affiliate structures transactions over a reasonable period of time in order to
manage the potential impact of the buy and sell decisions for the affiliated products, those affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption activity), for shares
of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by affiliated products within a short period of time could require the Underlying Fund to liquidate positions more rapidly than
would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. Substantial redemptions may also adversely affect the ability of the Underlying Fund to implement its investment
strategy. The Investment Manager or its affiliate also has an economic conflict of interest in determining the allocation of affiliated products’ assets among the Underlying Funds, as it earns different fees from the various Underlying
Funds.
Investing in Money Market Funds
The Fund may invest cash in, or hold as collateral
for certain investments, shares of registered or unregistered money market funds, including funds advised by the Investment Manager or its affiliates. These funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or
any other government agency. The Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Fund may invest.
Lending of Portfolio Securities
The Fund may lend portfolio securities to
broker-dealers or other financial intermediaries on a fully collateralized basis in order to earn additional income. The Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral after the
loan is made or recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral.
The Fund currently does not participate in the
securities lending program but the Board of Trustees (the Board) may determine to renew participation in the future. For more information on lending of portfolio securities and the risks involved, see the Fund’s SAI and its annual and
semiannual reports to shareholders.
Investing
Defensively
The Fund may from time to time
take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation,
investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or cash equivalents. The Fund may take such defensive investment positions for as
long a period as deemed necessary.
The Fund
may not achieve its investment objective while it is investing defensively. Investing defensively may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in
increased trading expenses and decreased Fund performance. See also
Investing in Money Market Funds
above for more information.
Other Strategic and Investment Measures
The Fund may also from time to time take temporary
portfolio positions that may or may not be consistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in
derivatives, such as futures (e.g., index futures) or options on futures, for various
Columbia
Variable Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
purposes, including among others, investing in particular
derivatives to achieve indirect investment exposures to a sector, country or region where the Investment Manager believes such positioning is appropriate. The Fund may take such portfolio positions for as long a period as deemed necessary. While the
Fund is so positioned, derivatives could comprise a substantial portion of the Fund’s investments and the Fund may not achieve its investment objective. Investing in this manner may adversely affect Fund performance. During these times, the
portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and decreased Fund performance. For information on the risks of investing in derivatives, see
Transactions in Derivatives
above.
Portfolio Holdings Disclosure
The Board has adopted policies and procedures that
govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Fund. A description of these policies and procedures is included in the SAI. Fund policy generally permits the
disclosure of portfolio holdings information on the Fund's website (columbiamanagement.com) only after a certain amount of time has passed, as described in the SAI.
Purchases and sales of portfolio securities can take
place at any time, so the portfolio holdings information available on the Fund's website may not always be current.
Portfolio Holdings Versus the
Benchmarks
The Fund does
not limit its investments to the securities within its benchmark(s), and accordingly the Fund's holdings may diverge significantly from those of its benchmark(s). In addition, the Fund may invest in securities outside any industry and geographic
sectors represented in its benchmark(s). The Fund's weightings in individual securities, and in industry and geographic sectors, may also vary considerably from those of its benchmark(s).
Cash Flows
The timing and magnitude of cash inflows from
investors buying Fund shares could prevent the Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to shareholders redeeming Fund shares could require the Fund to sell portfolio securities at less than
opportune times or to hold ready reserves of uninvested cash in amounts larger than might otherwise be the case to meet shareholder redemptions. Either situation could adversely impact the Fund’s performance.
Understanding Annual Fund Operating Expenses
The Fund’s annual operating
expenses, as presented in the
Annual Fund Operating Expenses
table in the
Fees and Expenses of the Fund
section of this prospectus, generally are based on expenses
incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during that fiscal year. The expense ratios reflect the Fund’s fee arrangements as of
the date of this prospectus and, unless indicated otherwise, are based on expenses incurred during the Fund’s most recent fiscal year. The Fund’s assets will fluctuate, but no adjustments have been or will be made to the expense ratios
to reflect any differences in the Fund’s average net assets between the most recently completed fiscal year, the date of this prospectus or a later date. In general, the Fund’s expense ratios will increase as its net assets decrease,
such that the Fund’s actual expense ratios may be higher than the expense ratios presented in the
Annual Fund Operating Expenses
table if assets fall. Any commitment by the Investment Manager and/or its
affiliates to waive fees and/or cap (reimburse) expenses is expected, in part, to limit the impact of any increase in the Fund’s operating expense ratios that would otherwise result because of a decrease in the Fund’s assets in the
current fiscal year. The Fund’s annual operating expenses are comprised of (i) investment management fees, (ii) distribution and/or service fees, and (iii) other expenses. Management fees do not vary by class, but distribution and/or service
fees and other expenses may vary by class.
Columbia Variable
Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
Other Expenses
“Other expenses”
consist of the fees the Fund pays to its administrator, custodian, transfer agent, auditors, lawyers and trustees, costs relating to compliance and miscellaneous expenses. Generally, these expenses are the same for each share class and are allocated
on a pro rata basis across all share classes. Certain shareholder servicing fees, however, are class specific. They differ by share class because the shareholder services provided to each share class may be different. Accordingly, the differences in
“other expenses” among share classes are primarily the result of the different shareholder servicing fees applicable to each share class. For more information on these fees, see
About Fund Shares and
Transactions — Selling Agent Compensation.
Expense Reimbursement Arrangements and Impact on Past
Performance
The Investment Manager and certain
of its affiliates have voluntarily agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below), so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any
balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rates of:
Columbia
Variable Portfolio - Select International Equity Fund
|
Class
1
|
[_____]%
|
Class
2
|
[_____]%
|
Class
3
|
[_____]%
|
Under the arrangement,
the following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses
associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend
expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest and extraordinary expenses. This arrangement may be revised or discontinued at any
time.
Effect of Fee Waivers and/or
Expense Reimbursements on Past Performance.
The Fund’s returns shown in the
Performance Information
section
of this prospectus reflect the effect of any fee waivers and/or reimbursements of Fund expenses by the Investment Manager and/or any of its affiliates that were in place during the performance period shown. Without such fee waivers/expense
reimbursements, the Fund’s returns might have been lower.
Primary Service Providers
The Investment Manager, which also serves as the
Fund’s administrator (the Administrator), the Distributor and Columbia Management Investment Services Corp. (the Transfer Agent) are all affiliates of Ameriprise Financial, Inc. (Ameriprise Financial). They and their affiliates currently
provide key services, including investment advisory, administration, distribution, shareholder servicing and transfer agency services, to the Fund and various other funds, including the Columbia Funds, and are paid for providing these services.
These service relationships are described below.
The
Investment Manager
Columbia Management
Investment Advisers, LLC is located at 225 Franklin Street, Boston, MA 02110 and serves as investment adviser to the Columbia Funds. The Investment Manager is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial. The
Investment Manager’s management experience covers all major asset classes, including equity securities, fixed-income securities and money market instruments. In addition to serving as an investment adviser to traditional mutual funds,
exchange-traded funds and closed-end funds, the Investment Manager acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries.
Subject to oversight by the Board, the Investment
Manager manages the day-to-day operations of the Fund. The Investment Manager is responsible for the investment management of the Fund, but has delegated certain of its duties, including day-to-day portfolio management of all or a portion of the
Fund’s assets to one or more investment subadvisers that determine what securities and other investments the Fund should buy or sell and executes these portfolio transactions.
Columbia
Variable Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
The SEC has issued an order that permits the
Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval. The order permits the Fund to add or to
change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other
relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser,
or to change the terms of a subadvisory agreement, the Investment Manager does not consider any other relationship it or its affiliates may have with a subadviser, and the Investment Manager discloses to the Board the nature of any material
relationships it has with a subadviser or its affiliates.
The Fund pays the Investment
Manager a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly. For the Fund’s most recent fiscal year, aggregate advisory fees paid to the Investment
Manager by the Fund amounted to [___]% of average daily net assets of the Fund. A discussion regarding the basis for the Board approving the renewal of the Fund's investment management services agreement with the Investment Manager is available in
the Fund’s semiannual report to shareholders for the fiscal period ended June 30, 2014.
The Investment Manager has, with the approval of the
Board, engaged an investment subadviser(s) to make the day-to-day investment decisions for the Fund. The Investment Manager pays the subadviser(s) for investment advisory services and retains ultimate responsibility (subject to Board oversight) for
overseeing any subadviser it engages and for evaluating the Fund’s needs and the subadvisers’ skills and abilities on an ongoing basis. Based on its evaluations, the Investment Manager may at times recommend to the Board that the Fund
change, add or terminate one or more subadvisers; continue to retain a subadviser even though the subadviser’s ownership or corporate structure has changed; or materially change a subadvisory agreement with a subadviser. A discussion regarding
the basis for the Board approving the renewal of the investment subadvisory agreement with Threadneedle is available in the Fund’s semiannual report to shareholders for the fiscal period ended June 30, 2014.
Subadviser
Threadneedle, which has served as Subadviser to the
Fund since July 2004, is located at 60 St. Mary Axe, London EC3A 8JQ, England. Threadneedle is an affiliate of the Investment Manager, and an indirect wholly-owned subsidiary of Ameriprise Financial. Threadneedle was founded in 1994 and has
experience managing investment strategies covering equities, fixed income, real estate, asset allocation and alternatives.
Portfolio Managers
Information about the portfolio managers primarily
responsible for overseeing the Fund’s investments is shown below. The SAI provides additional information about the portfolio managers, including information relating to compensation, other accounts managed by the portfolio managers and
ownership by the portfolio managers of Fund shares.
Subadviser:
Threadneedle International Limited
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Simon
Haines, CFA
|
|
Fund
Manager
|
|
Portfolio
Manager
|
|
2013
|
William
Davies
|
|
Head
of Global Equities and Deputy Head of Equities of Threadneedle
|
|
Deputy
Portfolio Manager
|
|
2013
|
David
Dudding, CFA
|
|
Fund
Manager
|
|
Deputy
Portfolio Manager
|
|
May 2015
|
Mr. Haines
joined Threadneedle in 1999 as a trainee UK fund manager, progressing to fund manager effective January 2005. Mr. Haines began his investment career in 1999 and earned a degree from Oxford University.
Mr. Davies
joined Threadneedle in 1994. Prior to assuming his current roles, Mr. Davies was Head of European Equities. Prior to joining Threadneedle, Mr. Davies worked for Eagle Star Investments and Hambros Bank. At Hambros Bank Mr. Davies was a European
Investment Manager and led the European Equity team. Mr. Davies began his investment career in 1984 and earned a B.A (Hons) in Economics from Exter University.
Mr. Dudding
joined Threadneedle in 1999 as an analyst. Mr.
Dudding began his investment career in 1999 and earned a Modern History degree and a European Politics Masters degree from Oxford
University.
Columbia Variable
Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
The Administrator
Columbia Management Investment Advisers, LLC is
responsible for overseeing the administrative operations of the Fund, including the general supervision of the Fund’s operations, the coordination of the Fund’s service providers and the provision of related clerical and administrative
services. The Fund pays the Administrator a fee (plus certain out-of-pocket expenses) for the administrative services it provides to the Fund.
The Distributor
Shares of the Fund are distributed by Columbia
Management Investment Distributors, Inc., which is located at 225 Franklin Street, Boston, MA 02110. The Distributor is a registered broker-dealer and an indirect, wholly-owned subsidiary of Ameriprise Financial. The Distributor and its affiliates
may pay commissions, distribution and service fees and/or other compensation to entities, including Ameriprise Financial affiliates, for selling shares and providing services to investors.
The Transfer Agent
Columbia Management Investment Services Corp. is a
registered transfer agent and a wholly-owned subsidiary of Ameriprise Financial. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110, and its responsibilities include processing purchases, redemptions and transfers of Fund shares,
calculating and paying distributions, maintaining shareholder records, preparing account statements and providing customer service. The Fund pays the Transfer Agent monthly fees on a per-account basis. The Transfer Agent has engaged Boston Financial
Data Services (BFDS) to provide various sub-transfer agency services. Fees paid to the Transfer Agent also include reimbursements for certain out-of pocket expenses paid by the Transfer Agent on the Fund’s behalf. The Transfer Agent may pay a
portion of these fees to participating insurance companies or other financial intermediaries that provide sub-recordkeeping and other services to Contract owners, Qualified Plan participants and the separate accounts.
Other Roles and Relationships of Ameriprise Financial and its
Affiliates — Certain Conflicts of Interest
The Investment Manager, Administrator, Distributor
and Transfer Agent, all affiliates of Ameriprise Financial, provide various services to the Fund and other Columbia Funds for which they are compensated. Ameriprise Financial and its other affiliates may also provide other services to these funds
and be compensated for them.
The Investment
Manager and its affiliates may provide investment advisory and other services to other clients and customers substantially similar to those provided to the Columbia Funds. These activities, and other financial services activities of Ameriprise
Financial and its affiliates, may present actual and potential conflicts of interest and introduce certain investment constraints.
Ameriprise Financial is a major financial services
company, engaged in a broad range of financial activities beyond the mutual fund-related activities of the Investment Manager, including, among others, insurance, broker-dealer (sales and trading), asset management, banking and other financial
activities. These additional activities may involve multiple advisory, financial, insurance and other interests in securities and other instruments, and in companies that issue securities and other instruments, that may be bought, sold or held by
the Columbia Funds.
Conflicts of interest and
limitations that could affect a Columbia Fund may arise from, for example, the following:
■
|
compensation and
other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;
|
■
|
the allocation of,
and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates;
|
■
|
separate and
potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;
|
■
|
regulatory and
other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;
|
■
|
insurance and
other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests;
|
Columbia
Variable Portfolio – Select International Equity Fund
More Information About the Fund
(continued)
■
|
regulatory and
other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund; and
|
■
|
insurance
companies investing in the Fund may be affiliates of Ameriprise Financial; these affiliated insurance companies, individually and collectively, may hold through separate accounts a significant portion of the Fund's shares and may also invest in
separate accounts managed by the Investment Manager that have the same or substantially similar investment objectives and strategies as the Fund.
|
The Investment Manager and Ameriprise Financial have
adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no assurance that these policies, procedures and disclosures will be effective.
Additional information about
Ameriprise Financial and the types of conflicts of interest and other matters referenced above are set forth in the
Investment Management and Other Services — Other Roles and Relationships of Ameriprise
Financial and its Affiliates — Certain Conflicts of Interest
section of the SAI. Investors in the Columbia Funds should carefully review these disclosures and consult with their financial advisor if they have any questions.
Certain Legal Matters
Ameriprise Financial and certain
of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions and governmental actions, concerning matters arising in connection with the conduct of their
business activities. Ameriprise Financial believes that the Fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are
likely to have a material adverse effect on the Fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Fund. Information regarding certain pending and settled legal proceedings may be found in the
Fund’s shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make quarterly (10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial
and its affiliates. Copies of these filings may be obtained by accessing the SEC website at sec.gov.
Columbia Variable
Portfolio – Select International Equity Fund
About Fund Shares and Transactions
Description of the Share Classes
Share Class Features
The Fund offers the classes of shares set forth on
the cover of this prospectus. Each share class has its own cost structure and other features. The following summarizes the primary features of the Class 1, Class 2 and Class 3 shares.
|
Class
1 Shares
|
Class
2 Shares
|
Class
3 Shares
|
Eligible
Investors
|
Shares
of the Fund are available only to separate accounts of participating insurance companies as underlying investments for variable annuity contracts and/or variable life insurance policies (collectively, Contracts) or qualified pension and retirement
plans (Qualified Plans) or other eligible investors authorized by the Distributor.
|
Investment
Limits
|
none
|
none
|
none
|
Conversion
Features
|
none
|
none
|
none
|
Front-End
Sales Charges
|
none
|
none
|
none
|
Contingent
Deferred Sales Charges (CDSCs)
|
none
|
none
|
none
|
Maximum
Distribution and/or Service Fees
|
none
|
0.25%
|
0.125%
|
Selling and/or Servicing Agents
The terms “selling
agent” and “servicing agent” (collectively, selling agents) refer to the insurance company that issued your contract, qualified pension or retirement plan sponsors or the financial intermediary that employs your financial advisor.
Selling agents also include broker-dealers and financial advisors as well as firms that employ such broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisers, third party administrators and other
financial intermediaries, including Ameriprise Financial and its affiliates.
Distribution and/or Service Fees
Pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the 1940 Act), the Board has approved, and the Fund has adopted, a distribution plan which sets the distribution fees that are periodically deducted from the Fund’s assets for Class 2 and Class 3 shares. The
distribution fee for Class 2 shares is 0.25% and the distribution fee for Class 3 shares is 0.125%. These fees are calculated daily, may vary by share class and are intended to compensate the Distributor and/or selling agents for selling shares
of the Fund and/or providing services to investors. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time.
The Fund will pay these fees to the Distributor
and/or to eligible selling agents for as long as the distribution plan continues. The Fund may reduce or discontinue payments at any time.
Selling Agent Compensation
The Distributor and the Investment Manager make
payments, from their own resources, to selling agents, including to affiliated and unaffiliated insurance companies (each an intermediary), for marketing/sales support services relating to the Columbia Funds. The amount and computation of such
payments varies by Fund, although such payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds sold by the Distributor attributable to that intermediary, gross sales of the Columbia Funds
distributed by the Distributor attributable to that intermediary, or a negotiated lump sum payment. While the financial arrangements may vary for each intermediary, the support payments to any one intermediary are generally between 0.05% and 0.50%
on an annual basis for payments based on average net assets of the Fund attributable to the intermediary, and between 0.05% and 0.25% on an annual basis for an intermediary receiving a payment based on gross sales of the Columbia Funds attributable
to the intermediary. The Distributor and the Investment Manager may make payments in larger amounts or on a basis other than those described above when dealing with certain intermediaries, including certain affiliates of Bank of America Corporation.
Such increased payments may enable such selling agents to offset credits that they may provide to customers. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers and insurance companies, may be
separately incented to include shares of the Columbia Funds in Contracts offered by affiliated insurance
Columbia
Variable Portfolio – Select International Equity Fund
About Fund Shares and Transactions
(continued)
companies, as employee compensation and business unit operating
goals at all levels are generally tied to the success of Ameriprise Financial. Certain employees, directly or indirectly, may receive higher compensation and other benefits as investment in the Columbia Funds increases. In addition, management,
sales leaders and other employees may spend more of their time and resources promoting Ameriprise Financial and its subsidiary companies, including the Distributor and the Investment Manager, and the products they offer, including the Fund.
In addition to the payments described above, the
Distributor, the Investment Manager and their affiliates may make other payments or allow promotional incentives to broker-dealers to the extent permitted by SEC and Financial Industry Regulatory Authority (FINRA) rules and by other applicable laws
and regulations.
Amounts paid by the
Distributor and the Investment Manager and their affiliates are paid out of the Distributor’s and the Investment Manager’s own resources and do not increase the amount paid by you or the Fund. You can find further details in the SAI
about the payments made by the Distributor and the Investment Manager and their affiliates, as well as a list of the selling agents, including Ameriprise Financial affiliates, to which the Distributor and the Investment Manager have agreed to make
marketing/sales support payments.
Your selling
agent may charge you fees and commissions in addition to those described herein. You should consult with your selling agent and review carefully any disclosure your selling agent provides regarding its services and compensation. Depending on the
financial arrangement in place at any particular time, a selling agent may have a conflict of interest or financial incentive with respect to its recommendations regarding the Fund or any Contract that includes the Fund.
Share Price Determination
The price you pay or receive when you buy, sell or
transfer shares is the Fund's next determined net asset value (or NAV) per share for a given share class. The Fund calculates the NAV per share for each class of shares of the Fund at the end of each business day.
NAV Calculation
Each of the Fund's share classes
calculates its NAV as follows:
NAV
=
(Value of assets of the share class) – (Liabilities of the share class)
Number of outstanding shares of the class
Business Days
A business day is any day that
the New York Stock Exchange (NYSE) is open. A business day ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early, the business day ends as of the time the NYSE closes. On holidays and other
days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that
trade on days that foreign securities markets are open.
Equity securities are valued
primarily on the basis of market quotations or valuations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the
closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily
on the basis of indicative bids, fixed-income investments maturing in 60 days or less are valued primarily using the amortized cost method and those maturing in excess of 60 days are valued primarily using a market-based price obtained from a
pricing service, if available. Investments in other open-end funds are valued at their latest NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the
Fund's Board. For a money market fund, the Fund's investments are valued at amortized cost, which approximates market value.
Columbia Variable
Portfolio – Select International Equity Fund
About Fund Shares and Transactions
(continued)
If a market price is not readily
available or is deemed not to reflect market value, the Fund will determine the price of the portfolio security based on a determination of the security's fair value pursuant to a policy approved by the Fund's Board. In addition, the Fund may use
fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund's share price is calculated. Foreign exchanges typically close before
the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings
announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or
foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security's market price is readily available and reflective of market
value and, if not, the fair value of the security. To the extent the Fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may
be used more frequently than for other funds.
Fair valuation may have the effect of reducing stale
pricing arbitrage opportunities presented by the pricing of Fund shares. However, when the Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of
fair valuation may cause the Fund's performance to diverge to a greater degree from the performance of various benchmarks used to compare the Fund's performance because benchmarks generally do not use fair valuation techniques. Because of the
judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Fund has retained one or more independent fair valuation pricing services to assist in the fair valuation
process for foreign securities.
Shareholder
Information
Each share class has its own cost
structure and other features. Your product may not offer every share class. The Fund encourages you to consult with a financial advisor who can help you with your investment decisions and for more information about the share classes offered by the
Fund and available under your product. Shares of the Fund are generally available for purchase only by participating insurance companies in connection with Contracts and Qualified Plan sponsors.
Shares of the Fund may not be purchased or sold
directly by individual Contract owners or participants in a Qualified Plan. When you sell your shares through your Contract or Qualified Plan, the Fund is effectively buying them back. This is called a redemption. The right of redemption may be
suspended or payment postponed whenever permitted by applicable laws and regulations.
Depending on the context, references to
“you” or “your” herein refer either to the holder of a Contract, participant in a Qualified Plan or qualified institutional investor who may select Fund shares to fund his or her investment in the Contract or Qualified
Plan or to the participating insurance company as the holder of Fund shares through one or more separate accounts or the Qualified Plan.
Potential Conflicts of Interest – Mixed and Shared
Funding
The Fund is available for purchase
only through Contracts offered by participating insurance companies, Qualified Plans and other qualified institutional investors authorized by the Distributor. Due to differences in tax treatment and other considerations, the interests of various
Contract owners, and the interests of Qualified Plan participants, if any, may conflict. The Fund does not foresee any disadvantages to investors arising from these potential conflicts of interest at this time. Nevertheless, the Board of the Fund
intends to monitor events to identify any material irreconcilable conflicts which may arise, and to determine what action, if any, should be taken in response to any conflicts. If such a conflict were to arise, one or more separate accounts might be
required to withdraw its investments in the Fund or shares of another mutual fund may be substituted. This might force the Fund to sell securities at disadvantageous prices.
Order Processing
Orders to buy and sell shares of the Fund that are
placed by your participating insurance company or Qualified Plan sponsor are processed on business days. Orders received in “good form” by the Transfer Agent or a selling agent, including your participating insurance company or Qualified
Plan sponsor, before the end of a business day are priced at the Fund’s NAV per
Columbia
Variable Portfolio – Select International Equity Fund
About Fund Shares and Transactions
(continued)
share on that day. Orders received after the end of a business day
will receive the next business day’s NAV per share. The market value of the Fund’s investments may change between the time you submit your order and the time the Fund next calculates its NAV per share. The business day that applies to
your order is also called the trade date.
There is no sales charge associated with the
purchase of Fund shares, but there may be charges associated with your Contract or Qualified Plan. Any charges that apply to your Contract or Qualified Plan, and any charges that apply to separate accounts of participating insurance companies or
Qualified Plans that may own shares directly, are described in your separate Contract prospectus or Qualified Plan disclosure documents.
You may transfer all or part of your investment in
the Fund to one or more of the other investment options available under your Contract or Qualified Plan. You may provide instructions to sell any amount allocated to the Fund. Proceeds will be mailed within seven days after your surrender or
withdrawal request is accepted by an authorized agent. The amount you receive may be more or less than the amount you invested.
Please refer to your Contract prospectus or
Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.
Information Sharing Agreements
As required by Rule 22c-2 under
the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with selling agents, including participating life insurance companies and selling agents that sponsor or offer retirement plans through
which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, selling agents are required, upon request, to: (i) provide shareholder account and transaction information and (ii) execute instructions from the Fund to restrict or
prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund's excessive trading policies and procedures.
Excessive Trading Practices Policy of Non-Money Market
Funds
Right to Reject or Restrict Share
Transaction Orders —
The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should
transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures).
The Fund discourages and does not accommodate excessive trading.
The Fund reserves the right to reject, without any
prior notice, any buy or transfer order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its sole discretion restrict or reject a buy or transfer order even if the transaction is not
subject to the specific limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund's portfolio or is otherwise contrary to the Fund's best interests. The Excessive
Trading Policies and Procedures apply equally to buy or transfer transactions communicated directly to the Transfer Agent and to those received by selling agents.
Specific Buying and Transferring Limitations
— If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor's future purchase orders, including transfer buy orders, involving
any Fund.
For these purposes, a
“round trip” is a purchase or transfer into the Fund followed by a sale or transfer out of the Fund, or a sale or transfer out of the Fund followed by a purchase or transfer into the Fund. A “material” round trip is one that
is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its sole discretion, reject future buy orders by any person, group or account that appears to
have engaged in any type of excessive trading activity.
These limits generally do not apply to automated
transactions or transactions by registered investment companies in a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan
sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement
plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common
ownership or control generally will be counted together, but accounts maintained or
Columbia Variable
Portfolio – Select International Equity Fund
About Fund Shares and Transactions
(continued)
managed by a common intermediary generally will not be considered
to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders. In addition, the Fund may, in its sole discretion, reinstate trading privileges that have been revoked
under the Fund's Excessive Trading Policies and Procedures.
Limitations on the Ability to Detect and Prevent
Excessive Trading Practices —
The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives
buy, sell or transfer orders through selling agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling agents or by the use of the omnibus account arrangements they offer. Omnibus account
arrangements are common forms of holding shares of mutual funds, particularly among certain selling agents such as broker-dealers, retirement plans and variable insurance products. These arrangements often permit selling agents to aggregate their
clients' transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.
Some selling agents apply their own restrictions or
policies to underlying investor accounts, which may be more or less restrictive than those described here. This may impact the Fund's ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that
excessive trading may occur despite the Fund's efforts to detect and prevent it.
Although these restrictions and policies involve
judgments that are inherently subjective and may involve some selectivity in their application, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders in making any such judgments.
Risks of Excessive Trading —
Excessive trading creates certain risks to the Fund's long-term shareholders and may create the following adverse effects:
■
|
negative impact on
the Fund's performance;
|
■
|
potential dilution
of the value of the Fund's shares;
|
■
|
interference with
the efficient management of the Fund's portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;
|
■
|
losses on the sale
of investments resulting from the need to sell securities at less favorable prices; and
|
■
|
increased
brokerage and administrative costs.
|
To the extent that the Fund invests significantly in
foreign securities traded on markets that close before the Fund's valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Fund's
valuation time that influence the value of foreign securities, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Fund's valuation time. This is often referred to as
price arbitrage. The Fund has adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Fund believes to be the fair value of those securities as of its valuation time. To the
extent the adjustments don't work fully, investors engaging in price arbitrage may cause dilution in the value of the Fund's shares held by other shareholders.
Similarly, to the extent that the Fund invests
significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their
understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund's portfolio to a greater degree than would be the case for mutual funds
that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause
dilution in the value of Fund shares held by other shareholders.
Excessive Trading Practices Policy of Columbia Variable
Portfolio - Cash Management Fund
A money
market fund is designed to offer investors a liquid cash option that they may buy and sell as often as they wish. Accordingly, the Board has not adopted policies and procedures designed to discourage excessive or short-term trading of Columbia
Variable Portfolio - Cash Management Fund shares. However, since frequent purchases and sales of Columbia Variable Portfolio - Cash Management Fund shares could in certain instances harm shareholders in various ways, including reducing the returns
to long-term shareholders by increasing costs (such as spreads paid to dealers who trade money market instruments with Columbia Variable Portfolio - Cash Management Fund) and disrupting portfolio management strategies, Columbia Variable Portfolio -
Cash Management Fund reserves the right, but has no obligation, to reject any purchase or transfer
Columbia
Variable Portfolio – Select International Equity Fund
About Fund Shares and Transactions
(continued)
transaction at any time. Columbia Variable Portfolio - Cash
Management Fund has no limits on purchase or transfer transactions. In addition, Columbia Variable Portfolio - Cash Management Fund reserves the right to impose or modify restrictions on purchases, transfers or trading of Fund shares at any
time.
Columbia Variable
Portfolio – Select International Equity Fund
Distributions to Shareholders
A mutual fund can make money two ways:
■
|
It can earn income
on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.
|
■
|
A
mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells
that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term,
depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term).
|
Distributions
Mutual funds make payments of
fund earnings to shareholders, distributing them among all shareholders of the fund. As a shareholder, you are entitled to your portion of a fund's distributed income, including capital gains. Reinvesting your distributions buys you more shares of a
fund
—
which lets you take advantage of the potential for compound growth. Putting the money you earn back into your investment means it, in turn, may earn even more money. Over time, the power of
compounding has the potential to significantly increase the value of your investment. There is no assurance, however, that you'll earn more money if you reinvest your distributions rather than receive them in cash.
The Fund intends to pay out, in the form of
distributions to shareholders, a sufficient amount of its income and gains so that the Fund will qualify for treatment as a regulated investment company and generally will not have to pay any federal excise tax. The Fund generally intends to
distribute any net realized capital gain (whether long-term or short-term gain) at least once a year. Normally, the Fund will declare and pay distributions of net investment income according to the following schedule:
Declaration
and Distribution Schedule
|
Declarations
|
Quarterly
|
Distributions
|
Quarterly
|
The Fund may, however,
declare or pay distributions of net investment income more frequently.
Different share classes of the Fund usually pay
different net investment income distribution amounts, because each class has different expenses. Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.
The Fund will automatically reinvest distributions
in additional shares of the same share class of the Fund unless you inform us you want to receive your distributions to be paid in cash.
Taxes and Your Investment
The Fund intends to qualify each year as a regulated
investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund’s failure to qualify as a regulated investment
company would result in fund level taxation, and consequently, a reduction in income available for distribution to you.
Shares of the Fund are only offered to separate
accounts of participating insurance companies, Qualified Plans, and certain other eligible persons or plans permitted to hold shares of the Fund pursuant to the applicable Treasury Regulations without impairing the ability of participating insurance
companies to satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended. You should consult with the participating insurance company that issued your Contract, plan sponsor, or other eligible investor
through which your investment in the Fund is made regarding the U.S. federal income taxation of your investment.
Columbia
Variable Portfolio – Select International Equity Fund
Distributions and Taxes
(continued)
For Variable Annuity Contracts and Variable Life
Insurance Policies:
Your Contract may qualify for favorable tax treatment. As long as your Contract continues to qualify for favorable tax treatment, you will only be taxed on your investment in the Fund through
such Contract, even if the Fund makes distributions and/or you change your investment options under the Contract. In order to qualify for such treatment, among other things, the separate accounts of participating insurance companies, which maintain
and invest net proceeds from Contracts, must be “adequately diversified.” The Fund intends to operate in such a manner so that a separate account investing only in Fund shares on behalf of a holder of a Contract will be “adequately
diversified.” If the Fund does not meet such requirements because its investments are not adequately diversified, your Contract could lose its favorable tax treatment and income and gain allocable to your Contract could be taxable currently to
you. This could also occur if Contract holders are found to have an impermissible level of control over the investments underlying their Contracts.
Taxes
The information provided above is
only a summary of how U.S. federal income taxes may affect your investment in the Fund. It is not intended as a substitute for careful tax planning. Your investment in the Fund may have other tax implications. It does not apply to certain types of
investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA. Please see the SAI for more detailed tax information. You should
consult with your own tax advisor about the particular tax consequences to you of an investment in the Fund, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.
Columbia Variable
Portfolio – Select International Equity Fund
The financial highlights
tables are intended to help you understand the Fund’s financial performance for the past five fiscal years or, if shorter, the Fund’s period of operations. Certain information reflects financial results for a single Fund share. Per share
net investment income (loss) amounts are calculated based on average shares outstanding during the period. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund assuming all
dividends and distributions had been reinvested. Total returns do not reflect any fees and expenses imposed under your Contract and/or Qualified Plan, as applicable; such fees and expenses would reduce the total returns for all periods shown.
Total return and portfolio turnover are not annualized for periods of less than one year. The portfolio turnover rate is calculated without regard to purchase and sales transactions of short-term instruments and certain derivatives, if any. If such
transactions were included, the Fund’s portfolio turnover rate may be higher. The information for the three most recent fiscal years has been audited by [___________], an independent registered public accounting firm, whose report, along with
the Fund’s financial statements, is included in the annual report, which is available upon request. The information for the prior fiscal years has been derived from the financial statements audited by the Fund’s former independent
registered public accounting firm.
[To Be
Inserted]
For More Information
The Fund is generally available only to owners of
Contracts issued by participating insurance companies and participants in Qualified Plans. Please refer to your Contract prospectus or Qualified Plan disclosure documents for information about how to buy, sell and transfer shares of the
Fund.
Additional Information About the Fund
Additional information about the Fund’s
investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance
during its last fiscal year. The SAI also provides additional information about the Fund and its policies. The SAI, which has been filed with the SEC, is legally part of this prospectus (incorporated by reference). To obtain these documents free of
charge, to request other information about the Fund and to make shareholder inquiries, please contact the Fund as follows:
By
Mail:
Columbia Funds
c/o Columbia Management Investment Services Corp.
P.O. Box 8081
Boston, MA 02266-8081
By Telephone:
800.345.6611
The Fund’s offering
documents and shareholder reports are not available on the Columbia Funds’ website because they are generally available only through participating insurance companies or retirement plans.
The website references in this
prospectus are inactive links and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.
Information Provided by the SEC
You can review and copy information about the Fund
(including this prospectus, the SAI and shareholder reports) at the SEC’s Public Reference Room in Washington, D.C. To find out more about the operation of the Public Reference Room, call the SEC at 202.551.8090. Reports and other information
about the Fund are also available in the EDGAR Database on the SEC’s website at http://www.sec.gov. You can receive copies of this information, for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing
the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
The investment company registration number of Columbia
Funds Variable Series Trust II, of which the Fund is a series, is 811-22127.
© 2015 Columbia Management Investment
Distributors, Inc.
225 Franklin Street, Boston, MA 02110
800.345.6611
Columbia Variable Portfolio – U.S.
Equities Fund
(formerly Variable Portfolio – Columbia Wanger U.S.
Equities Fund)
The Fund may offer Class 1 and Class 2 shares to separate accounts funding
variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans (Qualified Plans) and other qualified institutional
investors authorized by Columbia Management Investment Distributors, Inc. (the Distributor). There are no exchange ticker symbols associated with shares of the Fund.
As with all mutual funds, the Securities and Exchange
Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Columbia
Variable Portfolio – U.S. Equities Fund
|
3
|
|
3
|
|
3
|
|
3
|
|
4
|
|
6
|
|
6
|
|
7
|
|
7
|
|
7
|
|
8
|
|
8
|
|
8
|
|
9
|
|
11
|
|
15
|
|
17
|
|
18
|
|
19
|
|
19
|
|
19
|
|
20
|
|
21
|
|
25
|
|
25
|
|
25
|
|
27
|
Columbia Variable
Portfolio – U.S. Equities Fund
Investment Objective
Columbia Variable Portfolio – U.S. Equities
Fund (the Fund) seeks to provide shareholders with long-term capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you
may pay as an investor in the Fund. The table does not reflect any fees or expenses imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents. If the additional fees
or expenses were reflected, the expenses set forth below would be higher.
Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|
Class
1
|
Class
2
|
Management
fees
(a)
|
[_____]%
|
[_____]%
|
Distribution
and/or service (12b-1) fees
|
[_____]%
|
[_____]%
|
Other
expenses
|
[_____]%
|
[_____]%
|
Total
annual Fund operating expenses
|
[_____]%
|
[_____]%
|
(a)
|
Management fees have been
restated to reflect current investment management fee rates.
|
The following example is intended
to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:
■
|
you invest $10,000
in the applicable class of Fund shares for the periods indicated,
|
■
|
your investment
has a 5% return each year, and
|
■
|
the
Fund’s total annual operating expenses remain the same as shown in the
Annual Fund Operating Expenses
table above.
|
The example does not reflect
any fees and expenses that apply to your Contract or Qualified Plan. Inclusion of these charges would increase expenses for all periods shown.
Although your actual costs
may be higher or lower, based on the assumptions listed above, your costs would be:
|
1
year
|
3
years
|
5
years
|
10
years
|
Class
1
|
$[_____]
|
$[_____]
|
$[_____]
|
$[_____]
|
Class
2
|
$[_____]
|
$[_____]
|
$[_____]
|
$[_____]
|
Portfolio Turnover
The Fund may pay
transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, at least 80% of the
Fund’s net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of U.S. companies.
Under normal circumstances, the Fund invests a
majority of its net assets in the common stock of small- and mid-sized companies with market capitalizations under $5 billion at the time of initial investment. However, if the Fund's investments in such companies represent less than a majority of
its net assets, the Fund may continue to hold and to make additional investments in an existing company in its portfolio even if that company's capitalization has grown to exceed $5 billion.
Columbia
Variable Portfolio – U.S. Equities Fund
Summary of the Fund
(continued)
The Fund may also invest up to 20%
of its net assets in foreign securities. The Fund may invest directly in foreign securities or indirectly through depositary receipts. The Fund may from time to time emphasize one or more economic sectors in selecting its investments.
The Fund may invest in derivatives, such as futures
and options, for hedging or investment purposes.
Columbia Management Investment Advisers, LLC
(Columbia Management or the Investment Manager) serves as the investment manager for the Fund and will attempt to achieve the Fund’s objective by managing a portion of the Fund’s assets (the Columbia Management sleeve) and selecting one
or more subadvisers to manage other sleeves independently of each other and Columbia Management. A portion of the Fund’s assets is subadvised by Columbia Wanger Asset Management, LLC (CWAM), a wholly-owned affiliate of the Investment Manager.
The subadviser and Columbia Management each make investment decisions for their respective sleeves independently of one another.
Principal Risks
An investment in the Fund involves risk, including
those described below.
There is no assurance that the Fund will achieve its investment objective and you may lose money
. The value of the Fund’s holdings may decline, and the Fund’s net asset value
(NAV) and share price may go down.
Active
Management Risk.
Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives.
Depositary Receipts Risk.
Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary
Receipts (ADRs). Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those of the particular country, which may be related to the particular political, regulatory, economic, social and
other conditions or events occurring in the country and fluctuations in its currency, as well as market risk tied to the underlying foreign company. In addition, ADR holders may have limited voting rights and may not have the same rights afforded
typical company stockholders in the event of a corporate action such as an acquisition, merger or rights offering and may experience difficulty in receiving company stockholder communications.
Derivatives Risk.
Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying security, instrument, commodity, currency or index may result in a substantial loss for the Fund. In addition to the
potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative investments will typically increase the Fund’s exposure to principal risks to which it is otherwise exposed, and may
expose the Fund to additional risks, including correlation risk, counterparty risk, hedging risk, leverage risk and/or liquidity risk.
Derivatives Risk/Futures Contracts Risk.
The loss that may be incurred in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the
volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may result in substantial losses for the Fund. Futures
contracts may be illiquid. Furthermore, exchanges may limit fluctuations in futures contract prices during a trading session by imposing a maximum permissible price movement on each futures contract. The Fund may be disadvantaged if it is prohibited
from executing a trade outside the daily permissible price movement. Futures contracts executed on foreign exchanges may not provide the same protection as U.S. exchanges. These transactions involve additional risks, including counterparty risk,
hedging risk and pricing risk.
Derivatives Risk/Options Risk.
The use of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Fund sells a put option, there
is a risk that the Fund may be required to buy the underlying asset at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying asset at a disadvantageous price, and if the call
option sold is not covered (for example, by owning the underlying asset), the Fund's losses are potentially unlimited. These transactions involve other risks, including counterparty risk and hedging risk.
Foreign Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. Foreign securities subject the Fund to the risks associated with
investing in the particular country of an issuer, including the political, regulatory, economic, social, diplomatic and other conditions or events
Columbia Variable
Portfolio – U.S. Equities Fund
Summary of the Fund
(continued)
occurring in the country or region, as well as risks associated
with less developed custody and settlement practices. Foreign securities may be more volatile and less liquid than securities of U.S. companies, and are subject to the risks associated with potential imposition of economic and other sanctions
against a particular foreign country, its nationals or industries or businesses within the country. The performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S.
dollar, particularly if the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Market Risk.
Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. An investment in the Fund could
lose money over short or long periods. Although equity securities generally tend to have greater price volatility than debt securities, under certain market conditions, debt securities may have comparable or greater price volatility.
Multi-Adviser Risk.
The Fund has multiple advisory firms that each manage a portion of the Fund’s net assets on a daily basis. Each adviser makes investment decisions independently from the other adviser(s). It is possible that the security selection process of
one adviser will not complement or may conflict or even contradict that of the other adviser(s), including making off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a result, the Fund's exposure to a
given security, industry, sector or market capitalization could be smaller or larger than if the Fund were managed by a single adviser, which could adversely affect the Fund's performance.
Sector Risk.
At
times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within an economic sector. Companies in the same economic sector may be similarly
affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly. The more broadly a Fund invests, the
more it spreads risk and potentially reduces the risks of loss and volatility.
Small- and Mid-Cap Company Securities Risk.
Investments in small- and mid-capitalization companies (small- and mid-cap companies) often involve greater risks than investments in larger, more established companies (larger companies) because small- and mid-cap
companies tend to have less predictable earnings and may lack the management experience, financial resources, product diversification and competitive strengths of larger companies. Securities of small- and mid-cap companies may be less liquid and
more volatile than the securities of larger companies.
Columbia
Variable Portfolio – U.S. Equities Fund
Summary of the Fund
(continued)
Performance Information
The following bar chart and table
show you how the Fund has performed in the past, and can help you understand the risks of investing in the Fund. The bar chart shows how the Fund’s Class 2 share performance has varied for each full calendar year shown. The table below the bar
chart compares the Fund’s returns for the periods shown with a broad measure of market performance.
Except for differences in annual returns resulting
from differences in expenses (where applicable), the share classes of the Fund would have substantially similar annual returns because all share classes of the Fund invest in the same portfolio of securities.
The returns shown do not reflect any fees and
expenses imposed under your Contract or Qualified Plan and would be lower if they did.
The Fund’s past performance is no guarantee of
how the Fund will perform in the future.
Updated performance information can be obtained by calling toll-free 800.345.6611.
Year
by Year Total Return (%)
as of December 31 Each Year*
|
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart
|
|
Best
|
[ ] Quarter [ ]
|
0.00%
|
Worst
|
[ ] Quarter [ ]
|
0.00%
|
Average Annual Total Returns After
Applicable Sales Charges (for periods ended December 31, 2013)
|
Share
Class
Inception Date
|
1
Year
|
Life
|
Class
1
|
05/07/2010
|
|
|
Class
2
|
05/07/2010
|
—
|
—
|
Russell
2000 Index
(reflects no deductions for fees, expenses or taxes)
|
|
—
|
—
|
Fund Management
Investment Manager:
Columbia Management Investment Advisers, LLC
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Alfred
Alley III, CFA
|
|
Portfolio
Manager
|
|
Co-manager
|
|
May
2015
|
Brian
Condon, CFA
|
|
Senior
Portfolio Manager and Head of Quantitative Strategies
|
|
Co-manager
|
|
May
2015
|
Jarl
Ginsberg, CFA, CAIA
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
May
2015
|
Christian
Stadlinger, Ph.D., CFA
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
May
2015
|
David
Hoffman
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
May
2015
|
Subadviser:
Columbia Wanger Asset Management, LLC
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Robert
A. Mohn, CFA
|
|
Portfolio
Manager, Analyst and Domestic Chief Investment Officer of CWAM
|
|
Co-manager
|
|
2010
|
Columbia Variable
Portfolio – U.S. Equities Fund
Summary of the Fund
(continued)
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
David
L. Frank, CFA
|
|
Portfolio
Manager and Analyst
|
|
Co-manager
|
|
2012
|
Purchase and Sale of Fund
Shares
The Fund is available for purchase
through Contracts offered by the separate accounts of participating insurance companies or Qualified Plans or by other eligible investors authorized by Columbia Management Investment Distributors, Inc. (the Distributor). Shares of the Fund may not
be purchased or sold by individual owners of Contracts or Qualified Plans. If you are a Contract holder or Qualified Plan participant, please refer to your Contract prospectus or Qualified Plan disclosure documents for information about minimum
investment requirements and how to purchase and redeem shares of the Fund.
Tax Information
The Fund expects to be treated as a partnership for
U.S. federal income tax purposes, and does not expect to make regular distributions (other than in redemption of Fund shares) to shareholders which are generally the participating insurance companies investing in the Fund through separate accounts
or Qualified Plans or certain other eligible investors authorized by the Distributor. You should consult with the participating insurance company that issued your Contract, plan sponsor or other eligible investor through which your investment in the
Fund is made regarding the U.S. federal income taxation of your investment.
Payments to Broker-Dealers and Other Financial
Intermediaries
If you make allocations to the
Fund, the Fund, its Distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund.
These payments may create a conflict of interest by influencing the participating insurance company, other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your
financial advisor or salesperson or visit your financial intermediary’s website for more information.
Columbia
Variable Portfolio – U.S. Equities Fund
More Information About the Fund
Investment Objective
Columbia Variable Portfolio – U.S. Equities
Fund (the Fund) seeks to provide shareholders with long-term capital growth. The Fund’s investment objective is not a fundamental policy and may be changed by the Fund’s Board of Trustees without shareholder approval. Because any
investment involves risk, there is no assurance the Fund’s objective will be achieved.
Principal Investment Strategies
Under normal circumstances, at least 80% of the
Fund’s net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of U.S. companies.
Under normal circumstances, the Fund invests a
majority of its net assets in the common stock of small- and mid-sized companies with market capitalizations under $5 billion at the time of initial investment. However, if the Fund's investments in such companies represent less than a majority of
its net assets, the Fund may continue to hold and to make additional investments in an existing company in its portfolio even if that company's capitalization has grown to exceed $5 billion.
The Fund may also invest up to 20% of its net assets
in foreign securities. The Fund may invest directly in foreign securities or indirectly through depositary receipts. The Fund may from time to time emphasize one or more economic sectors in selecting its investments.
The Fund may invest in derivatives, such as futures
and options, for hedging or investment purposes.
Columbia Management Investment Advisers, LLC
(Columbia Management or the Investment Manager) serves as the investment manager for the Fund and will attempt to achieve the Fund’s objective by managing a portion of the Fund’s assets (the Columbia Management sleeve) and selecting one
or more subadvisers to manage other sleeves independently of each other and Columbia Management. A portion of the Fund’s assets is subadvised by Columbia Wanger Asset Management, LLC (CWAM), a wholly-owned affiliate of the Investment Manager.
The subadviser and Columbia Management each make investment decisions for their respective sleeves independently of one another.
Columbia Management
Columbia Management combines fundamental and
quantitative analysis with risk management in identifying investment opportunities and constructing its sleeve. The relative attractiveness of potential investments is evaluated across a variety of factors which may include, among others, valuation,
quality and momentum.
In selecting
investments, Columbia Management considers, among other factors:
■
|
businesses that
are believed to be fundamentally sound and undervalued due to investor indifference, investor misperception of company prospects, or other factors;
|
■
|
various measures
of valuation, including price-to-cash flow, price-to-earnings, price-to-sales, and price-to-book value. The Investment Manager believes that companies with lower valuations are generally more likely to provide opportunities for capital appreciation;
|
■
|
a company’s
current operating margins relative to its historic range and future potential; and
|
■
|
potential
indicators of stock price appreciation, such as anticipated earnings growth, company restructuring, changes in management, business model changes, new product opportunities or anticipated improvements in macroeconomic factors.
|
The Investment Manager may sell a security
when the security’s price reaches a target set by the Investment Manager; if the Investment Manager believes that there is deterioration in the issuer’s financial circumstances or fundamental prospects; if other investments are more
attractive; or for other reasons.
CWAM (the
Subadviser)
The Subadviser believes
that stocks of companies with market capitalizations under $5 billion, which generally are not as well known by financial analysts as larger companies, may offer higher return potential than stocks of larger companies.
The Subadviser typically seeks companies with:
■
|
A strong business
franchise that offers growth potential.
|
■
|
Products
and services in which the company has a competitive advantage.
|
Columbia Variable
Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
■
|
A stock price the
Subadviser believes is reasonable relative to the assets and earning power of the company.
|
The Subadviser may sell a portfolio holding if the
security reaches the Subadviser's price target, if the company has a deterioration of fundamentals, such as failing to meet key operating benchmarks, or if the Subadviser believes other securities are more attractive. The Subadviser also may sell a
portfolio holding to fund redemptions.
Principal
Risks
An investment in the Fund involves risk,
including those described below.
There is no assurance that the Fund will achieve its investment objective and you may lose money
. The value of the Fund’s holdings may decline, and the Fund’s net
asset value (NAV) and share price may go down.
Active Management Risk.
The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that will achieve the Fund’s investment objective. Due to its
active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Depositary Receipts Risk.
Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary
Receipts (ADRs). Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those of the particular country, which may be related to the particular political, regulatory, economic, social and
other conditions or events occurring in the country and fluctuations in its currency, as well as market risk tied to the underlying foreign company. In addition, ADR holders may have limited voting rights and may not have the same rights afforded
typical company stockholders in the event of a corporate action such as an acquisition, merger or rights offering and may experience difficulty in receiving company stockholder communications.
Derivatives Risk.
Derivatives are financial instruments whose value depends on, or is derived from, the value of other underlying assets. Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying
security, instrument, commodity, currency or index may result in a substantial loss for the Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative
investments will typically increase the Fund’s exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks. Depending on the type and purpose of the Fund’s derivative investments, these risks
may include: correlation risk (there may be an imperfect correlation between the hedge and the opposite position, which is related to hedging risk), counterparty risk (the counterparty to the instrument may not perform or be able to perform in
accordance with the terms of the instrument), leverage risk (losses from the derivative instrument may be greater than the amount invested in the derivative instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that
it is intended to offset, and may offset gains), and/or liquidity risk (it may not be possible for the Fund to liquidate the instrument at an advantageous time or price), each of which may result in significant losses for the Fund.
Derivatives Risk/Futures Contracts Risk.
The use of futures contracts is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. A futures contract is a sales
contract between a buyer (holding the “long” position) and a seller (holding the “short” position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and
the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The liquidity of the futures markets depends on participants entering
into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price
movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. Moreover, to the extent the Fund engages in futures contracts on
foreign exchanges, such exchanges may not provide the same protection as U.S. exchanges. The loss that the Fund may incur in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets
are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract
may result in substantial losses for the Fund. Investments in these instruments involve risks, including counterparty risk (the risk that the counterparty to the instrument may not perform or be
Columbia
Variable Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
able to perform in accordance with the terms of the instrument),
hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended to offset, and may offset gains) and pricing risk (the risk that the instrument may be difficult to value), each of which may result in significant losses
for the Fund.
Derivatives Risk/Options Risk.
The use of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Fund sells a put option, there
is a risk that the Fund may be required to buy the underlying asset at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying asset at a disadvantageous price, and if the call
option sold is not covered (for example, by owning the underlying asset), the Fund's losses are potentially unlimited. Options may be traded on a securities exchange or in the over-the-counter market. These transactions involve other risks,
including counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument) and hedging risk (the risk that a hedging strategy may not eliminate the risk that
it is intended to offset, and may offset gains), each of which may result in significant losses for the Fund.
Foreign Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely volatile. The
performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S. dollar. Foreign securities may also be less liquid than securities of U.S. companies so that the Fund may, at
times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes on the Fund’s income, capital gains or proceeds from the
disposition of foreign securities, which could reduce the Fund’s return on such securities. Other risks include: possible delays in the settlement of transactions or in the payment of income; generally less publicly available information about
foreign companies; the impact of economic, political, social, diplomatic or other conditions or events; possible seizure, expropriation or nationalization of a company or its assets or the assets of a particular investor or category of investors;
possible imposition of currency exchange controls; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies; the imposition of economic and other sanctions
against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be held in the local markets. In addition, it may be difficult to obtain
reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less
developed a country’s securities market is, the greater the level of risks. The risks posed by sanctions against a particular foreign country, its nationals or industries or businesses within the country may be heightened to the extent the
Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Market Risk.
Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. Security values may fall or fail
to rise because of a variety of actual or perceived factors affecting an issuer (e.g., an unfavorable earnings report), the industry or sector in which it operates, or the market as a whole, which may reduce the value of an investment in the Fund.
Accordingly, an investment in the Fund could lose money over short or long periods. The market values of the securities the Fund holds can be affected by changes or perceived changes in U.S. or foreign economies and financial markets, and the
liquidity of these securities, among other factors. Although equity securities generally tend to have greater price volatility than debt securities, under certain market conditions, debt securities may have comparable or greater price volatility. In
addition, stock prices may be sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
Columbia Variable
Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
Multi-Adviser Risk.
The Fund has multiple advisory firms that each manage a portion of the Fund’s net assets on a daily basis. Each adviser makes investment decisions independently from the other adviser(s). It is possible that the
security selection process of one adviser will not complement or may conflict or even contradict that of the other adviser(s), including making off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a
result, the Fund's exposure to a given security, industry, sector or market capitalization could be smaller or larger than if the Fund were managed by a single adviser, which could adversely affect the Fund's performance.
Sector Risk.
At
times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within an economic sector. Companies in the same economic sector may be similarly
affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly. The more broadly a Fund invests, the
more it spreads risk and potentially reduces the risks of loss and volatility.
Small- and Mid-Cap Company Securities Risk.
Securities of small- and mid-capitalization companies (small- and mid-cap companies) can, in certain circumstances, have a higher potential for gains than securities of larger, more established companies (larger
companies) but may also have more risk. For example, small- and mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial
resources and business operations. Small- and mid-cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller management teams. Securities of small- and mid-cap
companies may trade less frequently and in smaller volumes and may be less liquid and fluctuate more sharply in value than securities of larger companies. When the Fund takes significant positions in small- and mid-cap companies with limited trading
volumes, the liquidation of those positions, particularly in a distressed market, could be prolonged and result in losses to the Fund. In addition, some small- and mid-cap companies may not be widely followed by the investment community, which can
lower the demand for their stocks.
Additional Investment Strategies and
Policies
This section describes
certain investment strategies and policies that the Fund may utilize in pursuit of its investment objective and some additional factors and risks involved with investing in the Fund.
Investment Guidelines
As a general matter, and except as
specifically described in the discussion of the Fund's principal investment strategies in this prospectus or as otherwise required by the Investment Company Act of 1940, as amended (the 1940 Act), the rules and regulations thereunder and any
applicable exemptive relief, whenever an investment policy or limitation states a percentage of the Fund's assets that may be invested in any security or other asset or sets forth a policy regarding an investment standard, compliance with that
percentage limitation or standard will be determined solely at the time of the Fund's investment in the security or asset.
Holding Other Kinds of Investments
The Fund may hold investments that are not part of
its principal investment strategies. These investments and their risks are described below and/or in the Statement of Additional Information (SAI). The Fund may choose not to invest in certain securities described in this prospectus and in the SAI,
although it has the ability to do so. Information on the Fund’s holdings can be found in the Fund’s shareholder reports.
Transactions in Derivatives
The Fund may enter into derivative
transactions or otherwise have exposure to derivative transactions through underlying investments. Derivatives are financial contracts whose values are, for example, based on (or “derived” from) traditional securities (such as a stock or
bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as the London Interbank Offered Rate (commonly known as LIBOR)) or market indices (such as the Standard & Poor's (S&P) 500
®
Index). The use of derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities
transactions. Derivatives involve special risks and may result in losses or may limit the Fund's potential gain from favorable market movements. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund
to lose more money than it would have lost had it invested in the underlying security or other asset directly. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result
Columbia
Variable Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
in increased volatility in the value of the derivative and/or the
Fund’s shares, among other consequences. Other risks arise from the Fund's potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund's derivative positions at times when the
Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the
other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference
rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has been
enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. These changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in
derivatives transactions. For more information on the risks of derivative investments and strategies, see the SAI.
Investing in Affiliated Funds
The Investment Manager or an affiliate serves as
investment adviser to mutual funds using the Columbia brand (Columbia Funds), including those that are structured as “fund-of-funds”, and provides asset-allocation services to (i) shareholders by investing in shares of other Columbia
Funds, which may include the Fund (collectively referred to in this section as Underlying Funds), and (ii) discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in Underlying Funds. These
affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and the Investment Manager seeks to balance potential conflicts of interest between the affiliated
products and the Underlying Funds in which they invest. The affiliated products’ investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds,
because the affiliated products may own substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its
fixed costs would be spread over a smaller asset base. Because of large positions of certain affiliated products, the Underlying Funds may experience relatively large inflows and outflows of cash due to affiliated products’ purchases and sales
of Underlying Fund shares. Although the Investment Manager or its affiliate may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying
Funds may experience increased expenses as they buy and sell portfolio securities to manage the cash flow effect related to these transactions. Further, when the Investment Manager or its affiliate structures transactions over a reasonable period of
time in order to manage the potential impact of the buy and sell decisions for the affiliated products, those affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption
activity), for shares of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by affiliated products within a short period of time could require the Underlying Fund to liquidate
positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. Substantial redemptions may also adversely affect the ability of the Underlying Fund to
implement its investment strategy. The Investment Manager or its affiliate also has an economic conflict of interest in determining the allocation of affiliated products’ assets among the Underlying Funds, as it earns different fees from the
various Underlying Funds.
Investing in Money Market
Funds
The Fund may invest cash in, or hold as
collateral for certain investments, shares of registered or unregistered money market funds, including funds advised by the Investment Manager or its affiliates. These funds are not insured or guaranteed by the Federal Deposit Insurance Corporation
(FDIC) or any other government agency. The Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Fund may invest.
Lending of Portfolio Securities
The Fund may lend portfolio securities to
broker-dealers or other financial intermediaries on a fully collateralized basis in order to earn additional income. The Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral after the
loan is made or recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral.
Columbia Variable
Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
The Fund currently does not participate in the
securities lending program but the Board of Trustees (the Board) may determine to renew participation in the future. For more information on lending of portfolio securities and the risks involved, see the Fund’s SAI and its annual and
semiannual reports to shareholders.
Investing
Defensively
The Fund may from time to time
take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation,
investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or cash equivalents. The Fund may take such defensive investment positions for as
long a period as deemed necessary.
The Fund
may not achieve its investment objective while it is investing defensively. Investing defensively may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in
increased trading expenses and decreased Fund performance. See also
Investing in Money Market Funds
above for more information.
Other Strategic and Investment Measures
The Fund may also from time to time take temporary
portfolio positions that may or may not be consistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in
derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Investment
Manager believes such positioning is appropriate. The Fund may take such portfolio positions for as long a period as deemed necessary. While the Fund is so positioned, derivatives could comprise a substantial portion of the Fund’s investments
and the Fund may not achieve its investment objective. Investing in this manner may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading
expenses and decreased Fund performance. For information on the risks of investing in derivatives, see
Transactions in Derivatives
above.
Portfolio Holdings Disclosure
The Board has adopted policies and procedures that
govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Fund. A description of these policies and procedures is included in the SAI. Fund policy generally permits the
disclosure of portfolio holdings information only after a certain amount of time has passed, as described in the SAI.
Purchases and sales of portfolio securities can take
place at any time, so the portfolio holdings information may not always be current.
Portfolio Holdings Versus the
Benchmarks
The Fund does
not limit its investments to the securities within its benchmark(s), and accordingly the Fund's holdings may diverge significantly from those of its benchmark(s). In addition, the Fund may invest in securities outside any industry and geographic
sectors represented in its benchmark(s). The Fund's weightings in individual securities, and in industry and geographic sectors, may also vary considerably from those of its benchmark(s).
Cash Flows
The timing and magnitude of cash inflows from
investors buying Fund shares could prevent the Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to shareholders redeeming Fund shares could require the Fund to sell portfolio securities at less than
opportune times or to hold ready reserves of uninvested cash in amounts larger than might otherwise be the case to meet shareholder redemptions. Either situation could adversely impact the Fund’s performance.
Columbia
Variable Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
Understanding Annual Fund Operating Expenses
The Fund’s annual operating
expenses, as presented in the
Annual Fund Operating Expenses
table in the
Fees and Expenses of the Fund
section of this prospectus, generally are based on expenses
incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during that fiscal year. The expense ratios reflect the Fund’s fee arrangements as of
the date of this prospectus and, unless indicated otherwise, are based on expenses incurred during the Fund’s most recent fiscal year. The Fund’s assets will fluctuate, but no adjustments have been or will be made to the expense ratios
to reflect any differences in the Fund’s average net assets between the most recently completed fiscal year, the date of this prospectus or a later date. In general, the Fund’s expense ratios will increase as its net assets decrease,
such that the Fund’s actual expense ratios may be higher than the expense ratios presented in the
Annual Fund Operating Expenses
table if assets fall. Any commitment by the Investment Manager and/or its
affiliates to waive fees and/or cap (reimburse) expenses is expected, in part, to limit the impact of any increase in the Fund’s operating expense ratios that would otherwise result because of a decrease in the Fund’s assets in the
current fiscal year. The Fund’s annual operating expenses are comprised of (i) investment management fees, (ii) distribution and/or service fees, and (iii) other expenses. Management fees do not vary by class, but distribution and/or service
fees and other expenses may vary by class.
Other Expenses
“Other expenses”
consist of the fees the Fund pays to its administrator, custodian, transfer agent, auditors, lawyers and trustees, costs relating to compliance and miscellaneous expenses. Generally, these expenses are the same for each share class and are allocated
on a pro rata basis across all share classes. Certain shareholder servicing fees, however, are class specific. They differ by share class because the shareholder services provided to each share class may be different. Accordingly, the differences in
“other expenses” among share classes are primarily the result of the different shareholder servicing fees applicable to each share class. For more information on these fees, see
About Fund Shares and
Transactions — Selling Agent Compensation.
Expense Reimbursement Arrangements and Impact on Past
Performance
The Investment Manager and certain
of its affiliates have voluntarily agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below), so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any
balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rates of:
Columbia
Variable Portfolio - U.S. Equities Fund
|
Class
1
|
[_____]%
|
Class
2
|
[_____]%
|
Under the arrangement,
the following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses
associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend
expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest and extraordinary expenses. This arrangement may be revised or discontinued at any
time.
Effect of Fee Waivers and/or
Expense Reimbursements on Past Performance.
The Fund’s returns shown in the
Performance Information
section
of this prospectus reflect the effect of any fee waivers and/or reimbursements of Fund expenses by the Investment Manager and/or any of its affiliates that were in place during the performance period shown. Without such fee waivers/expense
reimbursements, the Fund’s returns might have been lower.
Columbia Variable
Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
Primary Service Providers
The Investment Manager, which also serves as the
Fund’s administrator (the Administrator), the Distributor and Columbia Management Investment Services Corp. (the Transfer Agent) are all affiliates of Ameriprise Financial, Inc. (Ameriprise Financial). They and their affiliates currently
provide key services, including investment advisory, administration, distribution, shareholder servicing and transfer agency services, to the Fund and various other funds, including the Columbia Funds, and are paid for providing these services.
These service relationships are described below.
The
Investment Manager
Columbia Management
Investment Advisers, LLC is located at 225 Franklin Street, Boston, MA 02110 and serves as investment adviser to the Columbia Funds. The Investment Manager is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial. The
Investment Manager’s management experience covers all major asset classes, including equity securities, fixed-income securities and money market instruments. In addition to serving as an investment adviser to traditional mutual funds,
exchange-traded funds and closed-end funds, the Investment Manager acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries.
Subject to oversight by the Board, the Investment
Manager manages the day-to-day operations of the Fund. The Investment Manager is responsible for the investment management of the Fund, but has delegated certain of its duties, including day-to-day portfolio management of all or a portion of the
Fund’s assets to one or more investment subadvisers that determine what securities and other investments the Fund should buy or sell and executes these portfolio transactions.
The SEC has issued an order that permits the
Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval. The order permits the Fund to add or to
change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other
relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser,
or to change the terms of a subadvisory agreement, the Investment Manager does not consider any other relationship it or its affiliates may have with a subadviser, and the Investment Manager discloses to the Board the nature of any material
relationships it has with a subadviser or its affiliates.
The Investment Manager and its
investment advisory affiliates (Participating Affiliates) around the world may coordinate in providing services to their clients. From time to time, the Investment Manager (or any affiliated investment subadviser to the Fund, as the case may be) may
engage its Participating Affiliates to provide a variety of services such as investment research, investment monitoring, trading,
and discretionary investment management (including portfolio management) to
certain accounts managed by the Investment Manager, including the Fund. These Participating Affiliates will provide services to the Investment Manager (or any affiliated investment subadviser to the Fund, as the case may be) either pursuant to
subadvisory agreements, personnel-sharing agreements or similar inter-company arrangements and the Fund will pay no additional fees and expenses as a result of any such arrangements. These Participating Affiliates, like the Investment Manager, are
direct or indirect subsidiaries of Ameriprise Financial and are registered with the appropriate respective regulators in their home jurisdictions and, where required, the SEC and the Commodity Futures Trading Commission in the United States.
Pursuant to some of these arrangements, certain
employees of these Participating Affiliates may serve as “associated persons” of the Investment Manager and, in this capacity, subject to the oversight and supervision of the Investment Manager and consistent with the investment
objectives, policies and limitations set forth in the Fund’s prospectus and SAI, may provide such services to the Fund on behalf of the Investment Manager.
The Fund pays the Investment Manager a fee for its
investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly. For the Fund’s most recent fiscal year, aggregate advisory fees paid to the Investment Manager by the Fund
amounted to [___]% of average daily net assets of the Fund.
Columbia
Variable Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
In January 2015, the Board
approved a reduction in the investment advisory fee rates payable to the Investment Manager by Columbia Variable Portfolio – U.S. Equities Fund. The new investment management services fee, which became effective May 1, 2015, is equal to a
percentage of the Fund’s average daily net assets that declines as the Fund’s net assets increase, as follows:
Annual
Advisory Fee, as a % of Average Daily Net Assets:
|
Up
to $500 million
|
0.790%
|
$500
million to $1 billion
|
0.745%
|
$1
billion and over
|
0.700%
|
A discussion regarding
the basis for the Board approving the renewal of the Fund's investment management services agreement with the Investment Manager is available in the Fund’s semiannual report to shareholders for the fiscal period ended June 30, 2014.
The Investment Manager has, with the approval of the
Board, engaged an investment subadviser(s) to make the day-to-day investment decisions for the Fund. The Investment Manager pays the subadviser(s) for investment advisory services and retains ultimate responsibility (subject to Board oversight) for
overseeing any subadviser it engages and for evaluating the Fund’s needs and the subadvisers’ skills and abilities on an ongoing basis. Based on its evaluations, the Investment Manager may at times recommend to the Board that the Fund
change, add or terminate one or more subadvisers; continue to retain a subadviser even though the subadviser’s ownership or corporate structure has changed; or materially change a subadvisory agreement with a subadviser. A discussion regarding
the basis for the Board approving the renewal of the investment subadvisory agreement with CWAM is available in the Fund’s semiannual report to shareholders for the fiscal period ended June 30, 2014.
Subadviser
CWAM, a wholly-owned subsidiary of the Investment
Manager, which has served as Subadviser to the Fund since May 2010, is located at 227 West Monroe Street, Chicago, Illinois 60606. CWAM, subject to the supervision of Columbia Management, provides day-to-day management of the Fund’s portfolio,
as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management.
Portfolio Managers
Information about the portfolio managers primarily
responsible for overseeing the Fund’s investments is shown below. The SAI provides additional information about the portfolio managers, including information relating to compensation, other accounts managed by the portfolio managers and
ownership by the portfolio managers of Fund shares.
Investment Manager:
Columbia Management Investment Advisers, LLC
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Alfred
Alley III, CFA
|
|
Portfolio
Manager
|
|
Co-manager
|
|
May
2015
|
Brian
Condon, CFA
|
|
Senior
Portfolio Manager and Head of Quantitative Strategies
|
|
Co-manager
|
|
May
2015
|
Jarl
Ginsberg, CFA, CAIA
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
May
2015
|
Christian
Stadlinger, Ph.D., CFA
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
May
2015
|
David
Hoffman
|
|
Senior
Portfolio Manager
|
|
Co-manager
|
|
May
2015
|
Mr. Alley
joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2005. Mr. Alley began his investment
career in 2000 and earned a B.S. from Northeastern University.
Mr. Condon
joined
the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he was a portfolio manager since 1999. Mr. Condon began his investment career in 1993 and earned a B.A. from Bryant
University and an M.S. in finance from Bentley University.
Mr. Ginsberg
joined
the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2003. Mr. Ginsberg began his investment career in 1987 and earned an A.B.
from Brown University and an M.P.P.M. in finance from Yale School of Management.
Columbia Variable
Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
Dr. Stadlinger
joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2002. Dr. Stadlinger began his
investment career in 1989 and earned an M.S. in economics from the University of Vienna and a Ph.D. in economics from Northwestern University.
Mr. Hoffman
joined
the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2001. He currently serves as Senior Portfolio Manager. Mr. Hoffman began
his investment career in 1986 and earned a B.A. from Grinnell College and a Masters from Columbia University.
Subadviser:
Columbia
Wanger Asset Management, LLC
Portfolio
Manager
|
|
Title
|
|
Role
with Fund
|
|
Managed
Fund Since
|
Robert
A. Mohn, CFA
|
|
Portfolio
Manager, Analyst and Domestic Chief Investment Officer of CWAM
|
|
Lead
manager
|
|
2010
|
David
L. Frank, CFA
|
|
Portfolio
Manager and Analyst
|
|
Co-manager
|
|
2012
|
Mr. Mohn
has been associated with CWAM or its predecessors as an investment professional since 1992. Mr. Mohn began his investment career in 1983 and earned a B.S. from Stanford University and an M.B.A. from the University of
Chicago.
Mr. Frank
has been associated with CWAM or its predecessors since 2002. Mr. Frank began his investment career in 1998 and earned a B.A. from Yale University and an M.B.A. from the University of Chicago.
The Administrator
Columbia Management Investment Advisers, LLC is
responsible for overseeing the administrative operations of the Fund, including the general supervision of the Fund’s operations, the coordination of the Fund’s service providers and the provision of related clerical and administrative
services. The Fund pays the Administrator a fee (plus certain out-of-pocket expenses) for the administrative services it provides to the Fund.
The Distributor
Shares of the Fund are distributed by Columbia
Management Investment Distributors, Inc., which is located at 225 Franklin Street, Boston, MA 02110. The Distributor is a registered broker-dealer and an indirect, wholly-owned subsidiary of Ameriprise Financial. The Distributor and its affiliates
may pay commissions, distribution and service fees and/or other compensation to entities, including Ameriprise Financial affiliates, for selling shares and providing services to investors.
The Transfer Agent
Columbia Management Investment Services Corp. is a
registered transfer agent and a wholly-owned subsidiary of Ameriprise Financial. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110, and its responsibilities include processing purchases, redemptions and transfers of Fund shares,
calculating and paying distributions, maintaining shareholder records, preparing account statements and providing customer service. The Fund pays the Transfer Agent monthly fees on a per-account basis. The Transfer Agent has engaged Boston Financial
Data Services (BFDS) to provide various sub-transfer agency services. Fees paid to the Transfer Agent also include reimbursements for certain out-of pocket expenses paid by the Transfer Agent on the Fund’s behalf. The Transfer Agent may pay a
portion of these fees to participating insurance companies or other financial intermediaries that provide sub-recordkeeping and other services to Contract owners, Qualified Plan participants and the separate accounts.
Other Roles and Relationships of Ameriprise Financial and its
Affiliates — Certain Conflicts of Interest
The Investment Manager, Administrator, Distributor
and Transfer Agent, all affiliates of Ameriprise Financial, provide various services to the Fund and other Columbia Funds for which they are compensated. Ameriprise Financial and its other affiliates may also provide other services to these funds
and be compensated for them.
Columbia
Variable Portfolio – U.S. Equities Fund
More Information About the Fund
(continued)
The Investment Manager and its affiliates may
provide investment advisory and other services to other clients and customers substantially similar to those provided to the Columbia Funds. These activities, and other financial services activities of Ameriprise Financial and its affiliates, may
present actual and potential conflicts of interest and introduce certain investment constraints.
Ameriprise Financial is a major financial services
company, engaged in a broad range of financial activities beyond the mutual fund-related activities of the Investment Manager, including, among others, insurance, broker-dealer (sales and trading), asset management, banking and other financial
activities. These additional activities may involve multiple advisory, financial, insurance and other interests in securities and other instruments, and in companies that issue securities and other instruments, that may be bought, sold or held by
the Columbia Funds.
Conflicts of interest and
limitations that could affect a Columbia Fund may arise from, for example, the following:
■
|
compensation and
other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;
|
■
|
the allocation of,
and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates;
|
■
|
separate and
potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;
|
■
|
regulatory and
other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;
|
■
|
insurance and
other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests;
|
■
|
regulatory and
other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund; and
|
■
|
insurance
companies investing in the Fund may be affiliates of Ameriprise Financial; these affiliated insurance companies, individually and collectively, may hold through separate accounts a significant portion of the Fund's shares and may also invest in
separate accounts managed by the Investment Manager that have the same or substantially similar investment objectives and strategies as the Fund.
|
The Investment Manager and Ameriprise Financial have
adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no assurance that these policies, procedures and disclosures will be effective.
Additional information about
Ameriprise Financial and the types of conflicts of interest and other matters referenced above are set forth in the
Investment Management and Other Services — Other Roles and Relationships of Ameriprise
Financial and its Affiliates — Certain Conflicts of Interest
section of the SAI. Investors in the Columbia Funds should carefully review these disclosures and consult with their financial advisor if they have any questions.
Certain Legal Matters
Ameriprise Financial and certain
of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions and governmental actions, concerning matters arising in connection with the conduct of their
business activities. Ameriprise Financial believes that the Fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are
likely to have a material adverse effect on the Fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Fund. Information regarding certain pending and settled legal proceedings may be found in the
Fund’s shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make quarterly (10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial
and its affiliates. Copies of these filings may be obtained by accessing the SEC website at sec.gov.
Columbia Variable
Portfolio – U.S. Equities Fund
About Fund Shares and Transactions
Description of the Share Classes
Share Class Features
The Fund offers the classes of shares set forth on
the cover of this prospectus. Each share class has its own cost structure and other features. The following summarizes the primary features of the Class 1 and Class 2 shares.
|
Class
1 Shares
|
Class
2 Shares
|
Eligible
Investors
|
Shares
of the Fund are available only to separate accounts of participating insurance companies as underlying investments for variable annuity contracts and/or variable life insurance policies (collectively, Contracts) or qualified pension and retirement
plans (Qualified Plans) or other eligible investors authorized by the Distributor.
|
Investment
Limits
|
none
|
none
|
Conversion
Features
|
none
|
none
|
Front-End
Sales Charges
|
none
|
none
|
Contingent
Deferred Sales Charges (CDSCs)
|
none
|
none
|
Maximum
Distribution and/or Service Fees
|
none
|
0.25%
|
Selling and/or Servicing Agents
The terms “selling
agent” and “servicing agent” (collectively, selling agents) refer to the insurance company that issued your contract, qualified pension or retirement plan sponsors or the financial intermediary that employs your financial advisor.
Selling agents also include broker-dealers and financial advisors as well as firms that employ such broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisers, third party administrators and other
financial intermediaries, including Ameriprise Financial and its affiliates.
Distribution and/or Service Fees
Pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the 1940 Act), the Board has approved, and the Fund has adopted, a distribution plan which sets the distribution fees that are periodically deducted from the Fund’s assets for Class 2 shares. The distribution fee for
Class 2 shares is 0.25%. These fees are calculated daily, may vary by share class and are intended to compensate the Distributor and/or selling agents for selling shares of the Fund and/or providing services to investors. Because the fees are
paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time.
The Fund will pay these fees to the Distributor
and/or to eligible selling agents for as long as the distribution plan continues. The Fund may reduce or discontinue payments at any time.
Selling Agent Compensation
The Distributor and the Investment Manager make
payments, from their own resources, to selling agents, including to affiliated and unaffiliated insurance companies (each an intermediary), for marketing/sales support services relating to the Columbia Funds. The amount and computation of such
payments varies by Fund, although such payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds sold by the Distributor attributable to that intermediary, gross sales of the Columbia Funds
distributed by the Distributor attributable to that intermediary, or a negotiated lump sum payment. While the financial arrangements may vary for each intermediary, the support payments to any one intermediary are generally between 0.05% and 0.50%
on an annual basis for payments based on average net assets of the Fund attributable to the intermediary, and between 0.05% and 0.25% on an annual basis for an intermediary receiving a payment based on gross sales of the Columbia Funds attributable
to the intermediary. The Distributor and the Investment Manager may make payments in larger amounts or on a basis other than those described above when dealing with certain intermediaries, including certain affiliates of Bank of America Corporation.
Such increased payments may enable such selling agents to offset credits that they may provide to customers. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers and insurance companies, may be
separately incented to include shares of the Columbia Funds in Contracts offered by affiliated insurance companies, as employee compensation and business unit operating goals at all levels are generally tied to the success of
Columbia
Variable Portfolio – U.S. Equities Fund
About Fund Shares and Transactions
(continued)
Ameriprise Financial. Certain employees, directly or indirectly,
may receive higher compensation and other benefits as investment in the Columbia Funds increases. In addition, management, sales leaders and other employees may spend more of their time and resources promoting Ameriprise Financial and its subsidiary
companies, including the Distributor and the Investment Manager, and the products they offer, including the Fund.
In addition to the payments described above, the
Distributor, the Investment Manager and their affiliates may make other payments or allow promotional incentives to broker-dealers to the extent permitted by SEC and Financial Industry Regulatory Authority (FINRA) rules and by other applicable laws
and regulations.
Amounts paid by the
Distributor and the Investment Manager and their affiliates are paid out of the Distributor’s and the Investment Manager’s own resources and do not increase the amount paid by you or the Fund. You can find further details in the SAI
about the payments made by the Distributor and the Investment Manager and their affiliates, as well as a list of the selling agents, including Ameriprise Financial affiliates, to which the Distributor and the Investment Manager have agreed to make
marketing/sales support payments.
Your selling
agent may charge you fees and commissions in addition to those described herein. You should consult with your selling agent and review carefully any disclosure your selling agent provides regarding its services and compensation. Depending on the
financial arrangement in place at any particular time, a selling agent may have a conflict of interest or financial incentive with respect to its recommendations regarding the Fund or any Contract that includes the Fund.
Share Price Determination
The price you pay or receive when you buy, sell or
transfer shares is the Fund's next determined net asset value (or NAV) per share for a given share class. The Fund calculates the NAV per share for each class of shares of the Fund at the end of each business day.
NAV Calculation
Each of the Fund's share classes
calculates its NAV as follows:
NAV
=
(Value of assets of the share class) – (Liabilities of the share class)
Number of outstanding shares of the class
Business Days
A business day is any day that
the New York Stock Exchange (NYSE) is open. A business day ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early, the business day ends as of the time the NYSE closes. On holidays and other
days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that
trade on days that foreign securities markets are open.
Equity securities are valued
primarily on the basis of market quotations or valuations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the
closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily
on the basis of indicative bids, fixed-income investments maturing in 60 days or less are valued primarily using the amortized cost method and those maturing in excess of 60 days are valued primarily using a market-based price obtained from a
pricing service, if available. Investments in other open-end funds are valued at their latest NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the
Fund's Board. For a money market fund, the Fund's investments are valued at amortized cost, which approximates market value.
Columbia Variable
Portfolio – U.S. Equities Fund
About Fund Shares and Transactions
(continued)
If a market price is not readily
available or is deemed not to reflect market value, the Fund will determine the price of the portfolio security based on a determination of the security's fair value pursuant to a policy approved by the Fund's Board. In addition, the Fund may use
fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund's share price is calculated. Foreign exchanges typically close before
the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings
announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or
foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security's market price is readily available and reflective of market
value and, if not, the fair value of the security. To the extent the Fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may
be used more frequently than for other funds.
Fair valuation may have the effect of reducing stale
pricing arbitrage opportunities presented by the pricing of Fund shares. However, when the Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of
fair valuation may cause the Fund's performance to diverge to a greater degree from the performance of various benchmarks used to compare the Fund's performance because benchmarks generally do not use fair valuation techniques. Because of the
judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Fund has retained one or more independent fair valuation pricing services to assist in the fair valuation
process for foreign securities.
Shareholder
Information
Each share class has its own cost
structure and other features. Your product may not offer every share class. The Fund encourages you to consult with a financial advisor who can help you with your investment decisions and for more information about the share classes offered by the
Fund and available under your product. Shares of the Fund are generally available for purchase only by participating insurance companies in connection with Contracts and Qualified Plan sponsors.
Shares of the Fund may not be purchased or sold
directly by individual Contract owners or participants in a Qualified Plan. When you sell your shares through your Contract or Qualified Plan, the Fund is effectively buying them back. This is called a redemption. The right of redemption may be
suspended or payment postponed whenever permitted by applicable laws and regulations.
Depending on the context, references to
“you” or “your” herein refer either to the holder of a Contract, participant in a Qualified Plan or qualified institutional investor who may select Fund shares to fund his or her investment in the Contract or Qualified
Plan or to the participating insurance company as the holder of Fund shares through one or more separate accounts or the Qualified Plan.
Potential Conflicts of Interest – Mixed and Shared
Funding
The Fund is available for purchase
only through Contracts offered by participating insurance companies, Qualified Plans and other qualified institutional investors authorized by the Distributor. Due to differences in tax treatment and other considerations, the interests of various
Contract owners, and the interests of Qualified Plan participants, if any, may conflict. The Fund does not foresee any disadvantages to investors arising from these potential conflicts of interest at this time. Nevertheless, the Board of the Fund
intends to monitor events to identify any material irreconcilable conflicts which may arise, and to determine what action, if any, should be taken in response to any conflicts. If such a conflict were to arise, one or more separate accounts might be
required to withdraw its investments in the Fund or shares of another mutual fund may be substituted. This might force the Fund to sell securities at disadvantageous prices.
Order Processing
Orders to buy and sell shares of the Fund that are
placed by your participating insurance company or Qualified Plan sponsor are processed on business days. Orders received in “good form” by the Transfer Agent or a selling agent, including your participating insurance company or Qualified
Plan sponsor, before the end of a business day are priced at the Fund’s NAV per
Columbia
Variable Portfolio – U.S. Equities Fund
About Fund Shares and Transactions
(continued)
share on that day. Orders received after the end of a business day
will receive the next business day’s NAV per share. The market value of the Fund’s investments may change between the time you submit your order and the time the Fund next calculates its NAV per share. The business day that applies to
your order is also called the trade date.
There is no sales charge associated with the
purchase of Fund shares, but there may be charges associated with your Contract or Qualified Plan. Any charges that apply to your Contract or Qualified Plan, and any charges that apply to separate accounts of participating insurance companies or
Qualified Plans that may own shares directly, are described in your separate Contract prospectus or Qualified Plan disclosure documents.
You may transfer all or part of your investment in
the Fund to one or more of the other investment options available under your Contract or Qualified Plan. You may provide instructions to sell any amount allocated to the Fund. Proceeds will be mailed within seven days after your surrender or
withdrawal request is accepted by an authorized agent. The amount you receive may be more or less than the amount you invested.
Please refer to your Contract prospectus or
Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.
Information Sharing Agreements
As required by Rule 22c-2 under
the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with selling agents, including participating life insurance companies and selling agents that sponsor or offer retirement plans through
which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, selling agents are required, upon request, to: (i) provide shareholder account and transaction information and (ii) execute instructions from the Fund to restrict or
prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund's excessive trading policies and procedures.
Excessive Trading Practices Policy of Non-Money Market
Funds
Right to Reject or Restrict Share
Transaction Orders —
The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should
transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures).
The Fund discourages and does not accommodate excessive trading.
The Fund reserves the right to reject, without any
prior notice, any buy or transfer order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its sole discretion restrict or reject a buy or transfer order even if the transaction is not
subject to the specific limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund's portfolio or is otherwise contrary to the Fund's best interests. The Excessive
Trading Policies and Procedures apply equally to buy or transfer transactions communicated directly to the Transfer Agent and to those received by selling agents.
Specific Buying and Transferring Limitations
— If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor's future purchase orders, including transfer buy orders, involving
any Fund.
For these purposes, a
“round trip” is a purchase or transfer into the Fund followed by a sale or transfer out of the Fund, or a sale or transfer out of the Fund followed by a purchase or transfer into the Fund. A “material” round trip is one that
is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its sole discretion, reject future buy orders by any person, group or account that appears to
have engaged in any type of excessive trading activity.
These limits generally do not apply to automated
transactions or transactions by registered investment companies in a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan
sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement
plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common
ownership or control generally will be counted together, but accounts maintained or
Columbia Variable
Portfolio – U.S. Equities Fund
About Fund Shares and Transactions
(continued)
managed by a common intermediary generally will not be considered
to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders. In addition, the Fund may, in its sole discretion, reinstate trading privileges that have been revoked
under the Fund's Excessive Trading Policies and Procedures.
Limitations on the Ability to Detect and Prevent
Excessive Trading Practices —
The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives
buy, sell or transfer orders through selling agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling agents or by the use of the omnibus account arrangements they offer. Omnibus account
arrangements are common forms of holding shares of mutual funds, particularly among certain selling agents such as broker-dealers, retirement plans and variable insurance products. These arrangements often permit selling agents to aggregate their
clients' transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.
Some selling agents apply their own restrictions or
policies to underlying investor accounts, which may be more or less restrictive than those described here. This may impact the Fund's ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that
excessive trading may occur despite the Fund's efforts to detect and prevent it.
Although these restrictions and policies involve
judgments that are inherently subjective and may involve some selectivity in their application, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders in making any such judgments.
Risks of Excessive Trading —
Excessive trading creates certain risks to the Fund's long-term shareholders and may create the following adverse effects:
■
|
negative impact on
the Fund's performance;
|
■
|
potential dilution
of the value of the Fund's shares;
|
■
|
interference with
the efficient management of the Fund's portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;
|
■
|
losses on the sale
of investments resulting from the need to sell securities at less favorable prices; and
|
■
|
increased
brokerage and administrative costs.
|
To the extent that the Fund invests significantly in
foreign securities traded on markets that close before the Fund's valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Fund's
valuation time that influence the value of foreign securities, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Fund's valuation time. This is often referred to as
price arbitrage. The Fund has adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Fund believes to be the fair value of those securities as of its valuation time. To the
extent the adjustments don't work fully, investors engaging in price arbitrage may cause dilution in the value of the Fund's shares held by other shareholders.
Similarly, to the extent that the Fund invests
significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their
understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund's portfolio to a greater degree than would be the case for mutual funds
that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause
dilution in the value of Fund shares held by other shareholders.
Excessive Trading Practices Policy of Columbia Variable
Portfolio - Cash Management Fund
A money
market fund is designed to offer investors a liquid cash option that they may buy and sell as often as they wish. Accordingly, the Board has not adopted policies and procedures designed to discourage excessive or short-term trading of Columbia
Variable Portfolio - Cash Management Fund shares. However, since frequent purchases and sales of Columbia Variable Portfolio - Cash Management Fund shares could in certain instances harm shareholders in various ways, including reducing the returns
to long-term shareholders by increasing costs (such as spreads paid to dealers who trade money market instruments with Columbia Variable Portfolio - Cash Management Fund) and disrupting portfolio management strategies, Columbia Variable Portfolio -
Cash Management Fund reserves the right, but has no obligation, to reject any purchase or transfer
Columbia
Variable Portfolio – U.S. Equities Fund
About Fund Shares and Transactions
(continued)
transaction at any time. Columbia Variable Portfolio - Cash
Management Fund has no limits on purchase or transfer transactions. In addition, Columbia Variable Portfolio - Cash Management Fund reserves the right to impose or modify restrictions on purchases, transfers or trading of Fund shares at any
time.
Columbia Variable
Portfolio – U.S. Equities Fund
Distributions to Shareholders
A mutual fund can make money two ways:
■
|
It can earn income
on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.
|
■
|
A
mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells
that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term,
depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term).
|
Distributions
Because the Fund expects to be
treated as a partnership for tax purposes, it is not required to and does not expect to make regular distributions to its shareholders (other than in redemption of Fund shares), but may do so in the sole discretion of the Fund’s Board of
Trustees (or its delegates).
Taxes and Your
Investment
The Fund expects to be treated as a
partnership that is not a “publicly traded partnership” for U.S. federal income tax purposes. If the Fund were not to qualify for such treatment, the Fund could be subject to U.S. federal income tax at the Fund level, which would reduce
the value of an investment in the Fund.
As a partnership that is not a “publicly
traded partnership,” the Fund is not itself subject to U.S. federal income tax. Instead, each shareholder will be required to take into account for U.S. federal income tax purposes its allocable share of a Fund’s income, gains, losses,
deductions, credits, and other tax items, without regard to whether such shareholder has received or will receive corresponding distributions from the Fund.
Shares of the Fund are only offered to separate
accounts of participating insurance companies, Qualified Plans, and certain other eligible persons or plans permitted to hold shares of the Fund pursuant to the applicable Treasury Regulations without impairing the ability of participating insurance
companies to satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended. You should consult with the participating insurance company that issued your Contract, plan sponsor, or other eligible investor
through which your investment in the Fund is made regarding the U.S. federal income taxation of your investment.
For Variable Annuity Contracts and Variable Life
Insurance Policies:
Your Contract may qualify for favorable tax treatment. As long as your Contract continues to qualify for favorable tax treatment, you will only be taxed on your investment in the Fund through
such Contract, even if the Fund makes allocations or distributions and/or you change your investment options under the Contract. In order to qualify for such treatment, among other things, the separate accounts of participating insurance companies,
which maintain and invest net proceeds from Contracts, must be “adequately diversified.” The Fund intends to operate in such a manner so that a separate account investing only in Fund shares on behalf of a holder of a Contract will be
“adequately diversified.” If the Fund does not meet such requirements because its investments are not adequately diversified, your Contract could lose its favorable tax treatment and income and gain allocable to your Contract could be
taxable currently to you. This could also occur if Contract holders are found to have an impermissible level of control over the investments underlying their Contracts, or if the Fund does not qualify for treatment as a partnership that is not a
“publicly traded partnership.”
Columbia
Variable Portfolio – U.S. Equities Fund
Distributions and Taxes
(continued)
Taxes
The information provided above is
only a summary of how U.S. federal income taxes may affect your investment in the Fund. It is not intended as a substitute for careful tax planning. Your investment in the Fund may have other tax implications. It does not apply to certain types of
investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA. Please see the SAI for more detailed tax information. You should
consult with your own tax advisor about the particular tax consequences to you of an investment in the Fund, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.
Columbia Variable
Portfolio – U.S. Equities Fund
The financial highlights
tables are intended to help you understand the Fund’s financial performance for the past five fiscal years or, if shorter, the Fund’s period of operations. Certain information reflects financial results for a single Fund share. Per share
net investment income (loss) amounts are calculated based on average shares outstanding during the period. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund assuming all
dividends and distributions had been reinvested. Total returns do not reflect any fees and expenses imposed under your Contract and/or Qualified Plan, as applicable; such fees and expenses would reduce the total returns for all periods shown.
Total return and portfolio turnover are not annualized for periods of less than one year. The portfolio turnover rate is calculated without regard to purchase and sales transactions of short-term instruments and certain derivatives, if any. If such
transactions were included, the Fund’s portfolio turnover rate may be higher. The information for the three most recent fiscal years has been audited by [___________], an independent registered public accounting firm, whose report, along with
the Fund’s financial statements, is included in the annual report, which is available upon request. The information for the prior fiscal periods has been derived from the financial statements audited by the Fund’s former independent
registered public accounting firm.
[To Be
Inserted]
For More Information
The Fund is generally available only to owners of
Contracts issued by participating insurance companies and participants in Qualified Plans. Please refer to your Contract prospectus or Qualified Plan disclosure documents for information about how to buy, sell and transfer shares of the
Fund.
Additional Information About the Fund
Additional information about the Fund’s
investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance
during its last fiscal year. The SAI also provides additional information about the Fund and its policies. The SAI, which has been filed with the SEC, is legally part of this prospectus (incorporated by reference). To obtain these documents free of
charge, to request other information about the Fund and to make shareholder inquiries, please contact the Fund as follows:
By
Mail:
Columbia Funds
c/o Columbia Management Investment Services Corp.
P.O. Box 8081
Boston, MA 02266-8081
By Telephone:
800.345.6611
The Fund’s offering
documents and shareholder reports are not available on the Columbia Funds’ website because they are generally available only through participating insurance companies or retirement plans.
The website references in this
prospectus are inactive links and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.
Information Provided by the SEC
You can review and copy information about the Fund
(including this prospectus, the SAI and shareholder reports) at the SEC’s Public Reference Room in Washington, D.C. To find out more about the operation of the Public Reference Room, call the SEC at 202.551.8090. Reports and other information
about the Fund are also available in the EDGAR Database on the SEC’s website at http://www.sec.gov. You can receive copies of this information, for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing
the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
The investment company registration number of Columbia
Funds Variable Series Trust II, of which the Fund is a series, is 811-22127.
© 2015 Columbia Management Investment
Distributors, Inc.
225 Franklin Street, Boston, MA 02110
800.345.6611
STATEMENT OF ADDITIONAL INFORMATION
[May 1, 2015]
Columbia
Funds Variable Insurance Trust I
|
Columbia
Variable Portfolio – International Opportunities Fund:
Class 2
|
Columbia
Variable Portfolio – Marsico 21st Century Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – Marsico Focused Equities Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – Marsico Growth Fund:
Class 1 & Class 2
|
Columbia
Funds Variable Series Trust II
|
Columbia
Variable Portfolio – Balanced Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Cash Management Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Commodity Strategy Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – Core Equity Fund*:
single class of shares
|
Columbia
Variable Portfolio – Diversified Bond Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Dividend Opportunity Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Emerging Markets Bond Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – Emerging Markets Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Global Bond Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – High Yield Bond Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Income Opportunities Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Large Cap Growth Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Large Core Quantitative Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Limited Duration Credit Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – Managed Volatility Moderate Growth Fund:
Class 2
|
Columbia
Variable Portfolio – Mid Cap Growth Opportunity Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Mid Cap Value Opportunity Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – S&P 500 Index Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Select International Equity Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Select Large-Cap Value Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Select Smaller-Cap Value Fund:
Class 1, Class 2 & Class 3
|
Columbia
Variable Portfolio – Seligman Global Technology Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – U.S. Equities Fund:
Class 1 & Class 2
|
Columbia
Variable Portfolio – U.S. Government Mortgage Fund:
Class 1, Class 2 & Class 3
|
Variable
Portfolio – Aggressive Portfolio:
Class 2 & Class 4
|
Variable
Portfolio – American Century Diversified Bond Fund:
Class 1 & Class 2
|
Variable
Portfolio – BlackRock Global Inflation-Protected Securities Fund:
Class 1, Class 2 & Class 3
|
Variable
Portfolio – Columbia Wanger International Equities Fund:
Class 1 & Class 2
|
Variable
Portfolio – Conservative Portfolio:
Class 2 & Class 4
|
Variable
Portfolio – DFA International Value Fund:
Class 1 & Class 2
|
Variable
Portfolio – Eaton Vance Floating-Rate Income Fund:
Class 1 & Class 2
|
Variable
Portfolio – Holland Large Cap Growth Fund:
Class 1 & Class 2
|
Variable
Portfolio – Invesco International Growth Fund:
Class 1 & Class 2
|
Variable
Portfolio – J.P. Morgan Core Bond Fund:
Class 1 & Class 2
|
Variable
Portfolio – Jennison Mid Cap Growth Fund:
Class 1 & Class 2
|
Variable
Portfolio – Loomis Sayles Growth Fund:
Class 1 & Class 2
|
Variable
Portfolio – MFS Value Fund:
Class 1 & Class 2
|
Variable
Portfolio – Moderate Portfolio:
Class 2 & Class 4
|
Variable
Portfolio – Moderately Aggressive Portfolio:
Class 2 & Class 4
|
Variable
Portfolio – Moderately Conservative Portfolio:
Class 2 & Class 4
|
Variable
Portfolio – Morgan Stanley Global Real Estate Fund:
Class 1 & Class 2
|
Variable
Portfolio – NFJ Dividend Value Fund:
Class 1 & Class 2
|
Variable
Portfolio – Nuveen Winslow Large Cap Growth Fund:
Class 1 & Class 2
|
Variable
Portfolio – Partners Small Cap Growth Fund:
Class 1 & Class 2
|
Variable
Portfolio – Partners Small Cap Value Fund:
Class 1, Class 2 & Class 3
|
Variable
Portfolio – Pyramis
®
International Equity Fund:
Class 1 & Class 2
|
Variable
Portfolio – Sit Dividend Growth Fund:
Class 1, Class 2 & Class 3
|
Variable
Portfolio – Victory Established Value Fund:
Class 1, Class 2 & Class 3
|
Variable
Portfolio – TCW Core Plus Bond Fund:
Class 1 & Class 2
|
Variable
Portfolio – Wells Fargo Short Duration Government Fund:
Class 1 & Class 2
|
*
|
This Fund is closed to new
investors.
|
Each Fund may offer
shares to separate accounts (Accounts) funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans (Qualified
Plans) and other qualified institutional investors authorized by the Funds’ distributor (the “Distributor”). There are no exchange ticker symbols associated with shares of the Funds.
Unless the context indicates otherwise, references herein to
“each Fund”, “the Funds”, “a Fund” or “Funds” refers to each Fund listed above.
This Statement of Additional Information (SAI) is not a
prospectus, is not a substitute for reading any prospectus and is intended to be read in conjunction with each Fund’s current prospectus dated the same date as this SAI.
The most recent annual report for each
Fund, which includes the Fund’s audited financial statements for the period ended [December 31, 2014], is incorporated by reference into this SAI.
Copies of the Funds' current prospectuses and annual and
semiannual reports may be obtained without charge by writing Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081, by calling Columbia Funds at 800.345.6611, by contacting the applicable Participating Insurance Company
or sponsor of a qualified pension or retirement plan (Qualified Plan), or by contacting the broker-dealers or other financial intermediaries offering certain variable annuity contracts (VA contracts) or variable life insurance policies (VLI
policies) issued by the Participating Insurance Company through which shares of the Funds are available.
Table of Contents
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2
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7
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10
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18
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18
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53
|
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74
|
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74
|
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75
|
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75
|
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97
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125
|
|
127
|
|
128
|
|
128
|
|
129
|
|
131
|
|
135
|
|
135
|
|
139
|
|
139
|
|
148
|
|
152
|
|
152
|
|
155
|
|
157
|
|
159
|
|
165
|
|
165
|
|
165
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165
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172
|
|
174
|
|
174
|
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176
|
|
177
|
|
180
|
|
192
|
|
215
|
|
A-1
|
|
B-1
|
Statement
of Additional Information – [May 1, 2015]
|
1
|
SAI PRIMER
The SAI is a part of the Funds' registration
statement that is filed with the SEC. The registration statement includes the Funds' prospectuses, the SAI and certain exhibits. The SAI, and any supplements to it, can be found online by accessing the SEC’s website at www.sec.gov.
For purposes of any electronic version of this SAI,
all references to websites, or universal resource locators (URLs), are intended to be inactive and are not meant to incorporate the contents of any such website or URL into this SAI.
The SAI generally provides additional information
about the Funds that is not required to be in the Funds' prospectuses. The SAI expands discussions of certain matters described in the Funds' prospectuses and provides certain additional information about the Funds that may be of interest to some
investors. Among other things, the SAI provides information about:
■
|
the organization
of each Trust;
|
■
|
the Funds'
investments;
|
■
|
the Funds'
investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest;
|
■
|
the governance of
the Funds;
|
■
|
the Funds'
brokerage practices;
|
■
|
the share classes
offered by the Funds;
|
■
|
the purchase,
redemption and pricing of Fund shares; and
|
■
|
the
application of U.S. federal income tax laws.
|
Investors may find this information important and
helpful. If you have any questions about the Funds, please call Columbia Funds at 800.345.6611 or contact your financial advisor.
Before reading the SAI, you should consult the
Glossary below, which defines certain of the terms used in the SAI.
Glossary
1933
Act
|
Securities
Act of 1933, as amended
|
1934
Act
|
Securities
Exchange Act of 1934, as amended
|
1940
Act
|
Investment
Company Act of 1940, as amended
|
Administrative
Services Agreement
|
The
Administrative Services Agreement, as amended, if applicable, between a Trust, on behalf of the Funds, and the Administrator
|
Administrator
|
Columbia
Management Investment Advisers, LLC
|
American
Century
|
American
Century Investment Management, Inc.
|
Ameriprise
Financial
|
Ameriprise
Financial, Inc.
|
BANA
|
Bank
of America, National Association
|
Bank
of America
|
Bank
of America Corporation
|
BFDS/DST
|
Boston
Financial Data Services, Inc./DST Systems, Inc.
|
Barrow
Hanley
|
Barrow,
Hanley, Mewhinney & Strauss, LLC
|
BlackRock
|
BlackRock
Financial Management, Inc.
|
Board
|
The
Trusts' Board of Trustees
|
Board
Services
|
Board
Services Corporation
|
Business
Day
|
Any
day on which the NYSE is open for business
|
CEA
|
Commodity
Exchange Act
|
CFTC
|
The
United States Commodities Futures Trading Commission
|
CFVITI
|
Columbia
Funds Variable Insurance Trust I
|
CFVSTII
|
Columbia
Funds Variable Series Trust II
|
CMOs
|
Collateralized
mortgage obligations
|
Code
|
Internal
Revenue Code of 1986, as amended
|
Statement
of Additional Information – [May 1, 2015]
|
2
|
Codes
of Ethics
|
The
codes of ethics adopted by the Funds, the Investment Manager, the Distributor and/or any sub-adviser, as applicable, pursuant to Rule 17j-1 under the 1940 Act
|
Columbia
Funds Complex
|
The
fund complex that is comprised of the registered investment companies advised by the Investment Manager or its affiliates
|
Columbia
Funds or Columbia Fund Family
|
The
open-end investment management companies, including the Funds, advised by the Investment Manager or its affiliates or principally underwritten by Columbia Management Investment Distributors, Inc.
|
Columbia
Management
|
Columbia
Management Investment Advisers, LLC
|
Columbia
WAM
|
Columbia
Wanger Asset Management LLC
|
Custodian
|
JPMorgan
Chase Bank, N.A.
|
Denver
|
Denver
Investment Advisers LLC
|
DFA
|
Dimensional
Fund Advisers LP
|
Distribution
Agreement
|
The
Distribution Agreement between a Trust, on behalf of the Funds, and the Distributor
|
Distribution
Plan(s)
|
One
or more of the plans adopted by the Board pursuant to Rule 12b-1 under the 1940 Act for the distribution of the Funds’ shares
|
Distributor
|
Columbia
Management Investment Distributors, Inc.
|
Donald
Smith
|
Donald
Smith & Co., Inc.
|
Eaton
Vance
|
Eaton
Vance Management
|
FDIC
|
Federal
Deposit Insurance Corporation
|
FHLMC
|
The
Federal Home Loan Mortgage Corporation
|
Fitch
|
Fitch,
Inc.
|
FNMA
|
Federal
National Mortgage Association
|
The
Fund(s) or a Fund
|
One
or more of the open-end management investment companies listed on the front cover of this SAI
|
GNMA
|
Government
National Mortgage Association
|
Holland
|
Holland
Capital Management LLC
|
Independent
Trustees
|
The
Trustees of the Board who are not “interested persons” (as defined in the 1940 Act) of the Funds
|
Interested
Trustees
|
The
Trustees of the Board who are currently treated as “interested persons” (as defined in the 1940 Act) of the Funds
|
Invesco
|
Invesco
Advisers, Inc.
|
Investment
Management Services Agreement
|
The
Investment Management Services Agreements, as amended, between a Trust, on behalf of the Funds, and the Investment Manager
|
Investment
Manager
|
Columbia
Management Investment Advisers, LLC
|
Sub-Advisory
Agreement
|
The
Subadvisory Agreement among the Trust on behalf of the Fund(s), the Investment Manager and a Fund’s investment subadviser(s), as the context may require
|
IRS
|
United
States Internal Revenue Service
|
Jennison
|
Jennison
Associates LLC
|
JPMIM
|
J.P.
Morgan Investment Management Inc.
|
JPMorgan
|
JPMorgan
Chase Bank, N.A., the Funds' custodian
|
Nations
Funds
|
The
funds within the Columbia Funds Complex that historically bore the Nations brand and includes series of Columbia Funds Variable Insurance Trust I
|
RiverSource
Funds
|
The
funds within the Columbia Funds Complex that historically bore the RiverSource brand and includes series of Columbia Funds Series Trust II
|
Seligman
Funds
|
The
funds within the Columbia Fund Complex that historically bore the Seligman brand and includes series of Columbia Funds Variable Series Trust II
|
Statement
of Additional Information – [May 1, 2015]
|
3
|
LIBOR
|
London
Interbank Offered Rate
|
Loomis
Sayles
|
Loomis,
Sayles & Company, L.P.
|
Marsico
Capital
|
Marsico
Capital Management, LLC
|
MFS
|
Massachusetts
Financial Services
|
Moody’s
|
Moody’s
Investors Service, Inc.
|
MSIM
|
Morgan
Stanley Investment Management, Inc.
|
NASDAQ
|
National
Association of Securities Dealers Automated Quotations system
|
NAV
|
Net
asset value of a Fund
|
NFJ
|
NFJ
Investment Group LLC
|
NRSRO
|
Nationally
recognized statistical ratings organization (such as, for example, Moody’s, Fitch or S&P)
|
NSCC
|
National
Securities Clearing Corporation
|
NYSE
|
New
York Stock Exchange
|
Palisade
|
Palisade
Capital Management, LLC
|
Participating
Insurance Companies
|
Life
insurance companies that issue the variable annuity contracts or variable life insurance policies through separate accounts for which the Funds serve as underlying investment vehicles
|
Previous
Administrator
|
Columbia
Management Advisors, LLC, the administrator of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which is an indirect wholly-owned subsidiary of Bank of
America.
|
Previous
Adviser
|
Columbia
Management Advisors, LLC, the investment adviser of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which is an indirect wholly-owned subsidiary of Bank
of America.
|
Previous
Distributor
|
Columbia
Management Distributors, Inc., the distributor of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which is an indirect wholly-owned subsidiary of Bank
of America.
|
Previous
Transfer Agent
|
Columbia
Management Services, Inc., the transfer agent of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which is an indirect wholly-owned subsidiary of Bank of
America.
|
Pyramis
|
Pyramis
Global Advisers, LLC
|
REIT
|
Real
estate investment trust
|
REMIC
|
Real
estate mortgage investment conduit
|
Retirement
Plan
|
A
qualified plan or retirement arrangement or account through which shares of a Fund are made available.
|
RIC
|
A
“regulated investment company,” as such term is used in the Code
|
River
Road
|
River
Road Asset Management LLC
|
S&P
|
Standard
& Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager. The
Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds)
|
SAI
|
This
Statement of Additional Information, as amended and supplemented from time-to-time
|
SBH
|
Segall
Bryant & Hamill, LLC
|
SEC
|
United
States Securities and Exchange Commission
|
Statement
of Additional Information – [May 1, 2015]
|
4
|
Selling
Agent(s)
|
Participating
Insurance Companies, Retirement Plan sponsors, banks, broker-dealers and financial advisors as well as firms that employ such broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisors, third party
administrators and other financial intermediaries, including Ameriprise Financial and its affiliates.
|
Shares
|
Shares
of a Fund
|
Sit
Investment
|
Sit
Investment Associates, Inc.
|
Snow
Capital
|
Snow
Capital Management L.P.
|
State
Street
|
State
Street Bank and Trust Company, the former custodian for series of CFVST I
|
Subsidiary
|
One
or more wholly-owned subsidiaries of a Fund
|
TCW
|
TCW
Investment Management Company
|
Threadneedle
|
Threadneedle
International Limited
|
TLC
|
The
London Company
|
Transfer
Agency Agreement
|
The
Transfer and Dividend Disbursing Agent Agreement between the Trust, on behalf of the Funds, and the Transfer Agent
|
Transfer
Agent
|
Columbia
Management Investment Services Corp.
|
Treasury
Regulations
|
Regulations
promulgated under the Code by the United States Treasury Department
|
Trustee(s)
|
One
or more of the Board’s Trustees
|
Trusts
|
Columbia
Funds Variable Insurance Trust I and Columbia Funds Variable Series Trust II, the registered investment companies in the Columbia Fund Family to which this SAI relates
|
Turner
|
Turner
Investments, L.P.
|
Victory
Capital
|
Victory
Capital Management Inc.
|
Throughout this SAI, the Funds are referred to as
follows:
Fund
Name:
|
|
Referred
to as:
|
Columbia
Variable Portfolio – Balanced Fund
|
|
VP
– Balanced Fund
|
Columbia
Variable Portfolio – Cash Management Fund
|
|
VP
– Cash Management Fund
|
Columbia
Variable Portfolio – Commodity Strategy Fund
|
|
VP
– Commodity Strategy Fund
|
Columbia
Variable Portfolio – Core Equity Fund
|
|
VP
– Core Equity Fund
|
Columbia
Variable Portfolio – Diversified Bond Fund
|
|
VP
– Diversified Bond Fund
|
Columbia
Variable Portfolio – Dividend Opportunity Fund
|
|
VP
– Dividend Opportunity Fund
|
Columbia
Variable Portfolio – Emerging Markets Bond Fund
|
|
VP
– Emerging Markets Bond Fund
|
Columbia
Variable Portfolio – Emerging Markets Fund
|
|
VP
– Emerging Markets Fund
|
Columbia
Variable Portfolio – Global Bond Fund
|
|
VP
– Global Bond Fund
|
Columbia
Variable Portfolio – High Yield Bond Fund
|
|
VP
– High Yield Bond Fund
|
Columbia
Variable Portfolio – Income Opportunities Fund
|
|
VP
– Income Opportunities Fund
|
Columbia
Variable Portfolio – International Opportunities Fund
|
|
VP
– International Opportunities Fund
|
Columbia
Variable Portfolio – Large Cap Growth Fund
|
|
VP
– Large Cap Growth Fund
|
Columbia
Variable Portfolio – Large Core Quantitative Fund
|
|
VP
– Large Core Quantitative Fund
|
Columbia
Variable Portfolio – Limited Duration Credit Fund
|
|
VP
– Limited Duration Credit Fund
|
Columbia
Variable Portfolio – Managed Volatility Moderate Growth Fund
|
|
VP
– MV Moderate Growth Fund
|
Columbia
Variable Portfolio – Marsico 21st Century Fund
|
|
VP
– Marsico 21st Century Fund
|
Columbia
Variable Portfolio – Marsico Focused Equities Fund
|
|
VP
– Marsico Focused Equities Fund
|
Columbia
Variable Portfolio – Marsico Growth Fund
|
|
VP
– Marsico Growth Fund
|
Columbia
Variable Portfolio – Mid Cap Growth Opportunity Fund
|
|
VP
– Mid Cap Growth Opportunity Fund
|
Statement
of Additional Information – [May 1, 2015]
|
5
|
Fund
Name:
|
|
Referred
to as:
|
Columbia
Variable Portfolio – Mid Cap Value Opportunity Fund
|
|
VP
– Mid Cap Value Opportunity Fund
|
Columbia
Variable Portfolio – S&P 500 Index Fund
|
|
VP
– S&P 500 Index Fund
|
Columbia
Variable Portfolio – Select International Equity Fund
|
|
VP
– Select International Equity Fund
|
Columbia
Variable Portfolio – Select Large-Cap Value Fund
|
|
VP
– Select Large-Cap Value Fund
|
Columbia
Variable Portfolio – Select Smaller-Cap Value Fund
|
|
VP
– Select Smaller-Cap Value Fund
|
Columbia
Variable Portfolio – Seligman Global Technology Fund
|
|
VP
– Seligman Global Technology Fund
|
Columbia
Variable Portfolio – U.S. Equities Fund
|
|
VP
– U.S. Equities Fund
|
Columbia
Variable Portfolio – U.S. Government Mortgage Fund
|
|
VP
– U.S. Government Mortgage Fund
|
Variable
Portfolio – Aggressive Portfolio
|
|
VP
– Aggressive Portfolio
|
Variable
Portfolio – American Century Diversified Bond Fund
|
|
VP
– American Century Diversified Bond Fund
|
Variable
Portfolio – BlackRock Global Inflation-Protected Securities Fund
|
|
VP
– BlackRock Global Inflation-Protected
Securities Fund
|
Variable
Portfolio – Columbia Wanger International Equities Fund
|
|
VP
– Columbia Wanger International Equities Fund
|
Variable
Portfolio – Conservative Portfolio
|
|
VP
– Conservative Portfolio
|
Variable
Portfolio – DFA International Value Fund
|
|
VP
– DFA International Value Fund
|
Variable
Portfolio – Eaton Vance Floating-Rate Income Fund
|
|
VP
– Eaton Vance Floating-Rate Income Fund
|
Variable
Portfolio – Holland Large Cap Growth Fund
|
|
VP
– Holland Large Cap Growth Fund
|
Variable
Portfolio – Invesco International Growth Fund
|
|
VP
– Invesco International Growth Fund
|
Variable
Portfolio – J.P. Morgan Core Bond Fund
|
|
VP
– J.P. Morgan Core Bond Fund
|
Variable
Portfolio – Jennison Mid Cap Growth Fund
|
|
VP
– Jennison Mid Cap Growth Fund
|
Variable
Portfolio – Loomis Sayles Growth Fund
|
|
VP
– Loomis Sayles Growth Fund
|
Variable
Portfolio – MFS Value Fund
|
|
VP
– MFS Value Fund
|
Variable
Portfolio – Moderate Portfolio
|
|
VP
– Moderate Portfolio
|
Variable
Portfolio – Moderately Aggressive Portfolio
|
|
VP
– Moderately Aggressive Portfolio
|
Variable
Portfolio – Moderately Conservative Portfolio
|
|
VP
– Moderately Conservative Portfolio
|
Variable
Portfolio – Morgan Stanley Global Real Estate Fund
|
|
VP
– Morgan Stanley Global Real Estate Fund
|
Variable
Portfolio – NFJ Dividend Value Fund
|
|
VP
– NFJ Dividend Value Fund
|
Variable
Portfolio – Nuveen Winslow Large Cap Growth Fund
|
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
Variable
Portfolio – Partners Small Cap Growth Fund
|
|
VP
– Partners Small Cap Growth Fund
|
Variable
Portfolio – Partners Small Cap Value Fund
|
|
VP
– Partners Small Cap Value Fund
|
Variable
Portfolio – Pyramis International Equity Fund
|
|
VP
– Pyramis International Equity Fund
|
Variable
Portfolio – Sit Dividend Growth Fund
|
|
VP
– Sit Dividend Growth Fund
|
Variable
Portfolio – TCW Core Plus Bond Fund
|
|
VP
– TCW Core Plus Bond Fund
|
Variable
Portfolio – Victory Established Value Fund
|
|
VP
– Victory Established Value Fund
|
Variable
Portfolio – Wells Fargo Short Duration Government Fund
|
|
VP
– Wells Fargo Short Duration Government Fund
|
Statement
of Additional Information – [May 1, 2015]
|
6
|
ABOUT THE Trusts
The Trusts are open-end management investment
companies registered under the 1940 Act located at 225 Franklin Street, Boston, Massachusetts 02110.
CFVITI was organized as a Delaware business trust, a
form of entity now known as a statutory trust, on November 24, 1997. On May 1, 2006, CFVITI changed its name from Nations Separate Account Trust to Columbia Funds Variable Insurance Trust I and prior to May 1, 2001 was known as Nations Annuity
Trust. CFVSTII was organized as a Massachusetts business trust on September 11, 2007. CFVSTII was formerly named RiverSource Variable Series Trust, and was renamed Columbia Funds Variable Series Trust II as of April 25, 2011. The offering of the
shares is registered under the 1933 Act.
Each
Fund has a fiscal year end of December 31. Each Fund’s prospectus is dated [May 1, 2015].
Fund
|
Date
Began Operations*
|
Diversified**
|
Fund
Investment Category***
|
VP
– Aggressive Portfolio
|
May
7, 2010
|
Yes
|
Fund-of-funds
– Equity
|
VP
– American Century Diversified Bond Fund
|
May
7, 2010
|
Yes
|
Fixed
Income
|
VP
– Balanced Fund
|
September
11, 2007
|
Yes
|
Flexible
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
September
13, 2004
|
No
|
Fixed
Income
|
VP
– Cash Management Fund
|
October
31, 1981
|
Yes
|
Money
Market
|
VP
– Columbia Wanger International Equities Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Commodity Strategy
|
April
30, 2013
|
Yes
|
Equity
|
VP
– Conservative Portfolio
|
May
7, 2010
|
Yes
|
Fund-of-funds
– Fixed Income
|
VP
– Core Equity Fund
|
September
10, 2004
|
Yes
|
Equity
|
VP
– DFA International Value Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Diversified Bond Fund
|
October
13, 1981
|
Yes
|
Fixed
Income
|
VP
– Dividend Opportunity Fund
|
September
15, 1999
|
Yes
|
Equity
|
VP
– Eaton Vance Floating-Rate Income Fund
|
May
7, 2010
|
Yes
|
Fixed
Income
|
VP
– Emerging Markets Bond Fund
|
April
30, 2012
|
No
|
Fixed
Income
|
VP
– Emerging Markets Fund
|
May
1, 2000
|
Yes
|
Equity
|
VP
– Global Bond Fund
|
May
1, 1996
|
No
|
Fixed
Income
|
VP
– High Yield Bond Fund
|
May
1, 1996
|
Yes
|
Fixed
Income
|
VP
– Holland Large Cap Growth Fund
|
May
1, 2010
|
Yes
|
Equity
|
VP
– Income Opportunities Fund
|
June
1, 2004
|
Yes
|
Fixed
Income
|
VP
– International Opportunities Fund
|
March
27, 1998
|
Yes
|
Equity
|
VP
– Invesco International Growth Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– J.P. Morgan Core Bond Fund
|
May
7, 2010
|
Yes
|
Fixed
Income
|
VP
– Jennison Mid Cap Growth Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Large Cap Growth Fund
|
September
15, 1999
|
Yes
|
Equity
|
VP
– Large Core Quantitative Fund
|
October
13, 1981
|
Yes
|
Equity
|
VP
– Limited Duration Credit Fund
|
May
7, 2010
|
Yes
|
Fixed
Income
|
VP
– Loomis Sayles Growth Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Managed Volatility Moderate Growth Fund
|
April
19, 2012
|
Yes
|
Fund-of-funds
– Equity
|
VP
– Marsico 21st Century Fund
|
March
27, 1998
|
Yes
|
Equity
|
VP
– Marsico Focused Equities Fund
|
March
27, 1998
|
No
|
Equity
|
Statement
of Additional Information – [May 1, 2015]
|
7
|
Fund
|
Date
Began Operations*
|
Diversified**
|
Fund
Investment Category***
|
VP
– Marsico Growth Fund
|
March
27, 1998
|
Yes
|
Equity
|
VP
– MFS Value Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Mid Cap Growth Opportunity Fund
|
May
1, 2001
|
Yes
|
Equity
|
VP
– Mid Cap Value Opportunity Fund
|
May
2, 2005
|
Yes
|
Equity
|
VP
– Moderate Portfolio
|
May
7, 2010
|
Yes
|
Fund-of-funds
– Equity
|
VP
– Moderately Aggressive Portfolio
|
May
7, 2010
|
Yes
|
Fund-of-funds
– Equity
|
VP
– Moderately Conservative Portfolio
|
May
7, 2010
|
Yes
|
Fund-of-funds
– Fixed Income
|
VP
– Morgan Stanley Global Real Estate Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– NFJ Dividend Value Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Partners Small Cap Growth Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– Partners Small Cap Value Fund
|
August
14, 2001
|
Yes
|
Equity
|
VP
– Pyramis International Equity Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– S&P 500 Index Fund
|
May
1, 2000
|
Yes
|
Equity
|
VP
– Select International Equity Fund
|
January
13, 1992
|
Yes
|
Equity
|
VP
– Select Large-Cap Value
|
February
4, 2004
|
Yes
|
Equity
|
VP
– Select Smaller-Cap Value Fund
|
September
15, 1999
|
Yes
|
Equity
|
VP
– Seligman Global Technology Fund
|
May
1, 1996
|
No
|
Equity
|
VP
– Sit Dividend Growth Fund
|
May
1, 2006
|
Yes
|
Equity
|
VP
– TCW Core Plus Bond Fund
|
May
7, 2010
|
Yes
|
Fixed
Income
|
VP
– U.S. Equities Fund
|
May
7, 2010
|
Yes
|
Equity
|
VP
– U.S. Government Mortgage Fund
|
September
15, 1999
|
Yes
|
Fixed
Income
|
VP
– Victory Established Value Fund
|
February
4, 2004
|
Yes
|
Equity
|
VP
– Wells Fargo Short Duration Government Fund
|
May
7, 2010
|
Yes
|
Fixed
Income
|
*
|
Certain Funds reorganized into
series of the Trust. The date of operations for these Funds represents the date on which the predecessor funds began operation.
|
**
|
A “diversified”
Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a
“diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a
greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. If a “non-diversified” fund is managed as if it were a
“diversified” fund for a period of three years, its status under the 1940 Act will convert automatically from “non-diversified” to “diversified”. A “diversified” fund may convert to
“non-diversified” status only with shareholder approval.
|
***
|
The Fund Investment Category is
used as a convenient way to describe Funds in this SAI and should not be deemed a description of the Fund’s principal investment strategies, which are described in the Fund’s prospectus.
|
Name Changes.
The table below identifies the Funds whose names have changed in the past five years, the effective date of the name change and the former name.
Statement
of Additional Information – [May 1, 2015]
|
8
|
Fund
|
Effective
Date of
Name Change
|
Previous
Fund Name
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
May
1, 2012
|
Columbia
Variable Portfolio – Global Inflation Protected Securities Fund
|
VP
– Dividend Opportunity Fund
|
June
29, 2012
|
Columbia
Variable Portfolio – Diversified Equity Income Fund
|
VP
– Emerging Markets Fund
|
August
28, 2012
May 2, 2011
|
Columbia
Variable Portfolio – Emerging Markets Opportunity Fund
Threadneedle Variable Portfolio – Emerging Markets Fund
|
VP
– Holland Large Cap Growth Fund
|
March
25, 2013
|
Variable
Portfolio – Marsico Growth Fund
|
VP
– International Opportunities Fund
|
May
1, 2015
May 2, 2011
|
Columbia
Variable Portfolio – Marsico International Opportunities Fund
Columbia Marsico International Opportunities Fund, Variable Series
|
VP
– Large Cap Growth Fund
|
May
2, 2011
May 1, 2009
|
Seligman
Variable Portfolio – Growth Fund
RiverSource Variable Portfolio – Growth Fund
|
VP
– Large Core Quantitative Fund
|
August
28, 2012
May 1, 2009
|
Columbia
Variable Portfolio – Dynamic Equity Fund
RiverSource Variable Portfolio – Large Cap Equity Fund
|
VP
– Limited Duration Credit Fund
|
May
2, 2011
|
RiverSource
Variable Portfolio – Limited Duration Bond Fund
|
VP
– Loomis Sayles Growth Fund
|
March
21, 2014
|
Variable
Portfolio – American Century Growth Fund
|
VP
– Managed Volatility Moderate Growth Fund
|
April
29, 2013
|
Columbia
Variable Portfolio – Managed Volatility Fund
|
VP
– Marsico 21st Century Fund
|
May
2, 2011
|
Columbia
Marsico 21st Century Fund, Variable Series
|
VP
– Marsico Focused Equities Fund
|
May
2, 2011
|
Columbia
Marsico Focused Equities Fund, Variable Series
|
VP
– Marsico Growth Fund
|
May
2, 2011
|
Columbia
Marsico Growth Fund, Variable Series
|
VP
– Mid Cap Growth Opportunity Fund
|
May
2, 2011
|
RiverSource
Variable Portfolio – Mid Cap Growth Fund
|
VP
– Mid Cap Value Opportunity Fund
|
May
2, 2011
|
RiverSource
Variable Portfolio – Mid Cap Value Fund
|
VP
– Partners Small Cap Value Fund
|
May
1, 2010
|
RiverSource
Partners Variable Portfolio – Small Cap Value Fund
|
VP
– Select International Equity Fund
|
May
1, 2015
|
Columbia
Variable Portfolio – International Opportunity Fund
|
VP
– Select Large-Cap Value Fund
|
May
2, 2011
May 1, 2009
|
Seligman
Variable Portfolio – Larger Cap Value Fund
RiverSource Variable Portfolio – Large Cap Value Fund
|
VP
– Select Smaller-Cap Value Fund
|
May
2, 2011
May 1, 2009
|
Seligman
Variable Portfolio – Smaller Cap Value Fund
RiverSource Variable Portfolio – Small Cap Advantage Fund
|
VP
– Seligman Global Technology Fund
|
May
2, 2011
|
Seligman
Global Technology Portfolio
|
VP
– Sit Dividend Growth Fund
|
November
16, 2012
May 1, 2010
|
Variable
Portfolio – Davis New York Venture Fund
RiverSource Partners Variable Portfolio – Fundamental Value Fund
|
VP
– TCW Core Plus Bond Fund
|
March
21, 2014
|
Variable
Portfolio – PIMCO Mortgage-Backed Securities Fund
|
VP
– U.S. Equities Fund
|
May
1, 2015
|
Variable
Portfolio – Columbia Wanger U.S. Equities Fund
|
VP
– U.S. Government Mortgage Fund
|
May
1, 2013
|
Columbia
Variable Portfolio – Short Duration U.S. Government Fund
|
VP
– Victory Established Value Fund
|
November
16, 2012
May 1, 2010
|
Variable
Portfolio – Goldman Sachs Mid Cap Value Fund
RiverSource Partners Variable Portfolio – Select Value Fund
|
Statement
of Additional Information – [May 1, 2015]
|
9
|
FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT
POLICIES
The following discussion of
“fundamental” and “non-fundamental” investment policies and limitations for each Fund supplements the discussion of investment policies in the Funds' prospectuses. A fundamental policy may be changed only with Board and
shareholder approval. A non-fundamental policy may be changed only with Board approval and does not require shareholder approval.
Unless otherwise noted in a Fund’s Prospectus
or this SAI, whenever an investment policy or limitation states a maximum percentage of a Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding an investment standard, compliance with such
percentage limitation or standard will be determined solely at the time of the Fund’s acquisition of such security or asset (Time of Purchase Standard).
Notwithstanding any of a Fund’s other
investment policies, the Fund, subject to certain limitations, may invest its assets in another investment company. These underlying funds have adopted their own investment policies that may be more or less restrictive than those of the Fund. Unless
a Fund has a policy to consider the policies of underlying funds, the Fund may engage in investment strategies indirectly that would otherwise be prohibited under the Fund’s investment policies.
In adhering to the fundamental and non-fundamental
investment restrictions and policies applicable to VP – Commodity Strategy Fund, the Fund will, to the extent possible, treat any assets of its Subsidiary generally as if the assets were held directly by the Fund.
For all series of CFVST II except VP – Managed
Volatility Moderate Growth Fund:
Notwithstanding any of a Fund’s other investment policies, the Fund may invest its assets in an open-end management investment company having substantially the same investment
objectives, policies, and restrictions as the Fund for the purpose of having those assets managed as part of a combined pool.
Fundamental Policies
The table below shows fund-specific policies that
may be changed only with a “vote of a majority of the outstanding voting securities” of the Fund, which means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the shares
present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. The table indicates whether or not the fund has a policy on a particular topic. A dash indicates that the Fund does not have a
Fundamental policy on a particular topic. The specific policy is stated in the paragraphs that follow the table.
Fundamental Policies
Fund
|
A
Buy or
sell real
estate
|
B
Buy or sell
commodities
|
C
Issuer Diversification
|
D
Lending
|
E
Act as an
underwriter
|
F
Borrow
money
|
G
Issue
Senior
Securities
|
H
Concentration
|
VP
– Aggressive Portfolio
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– American Century Diversified Bond Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Balanced Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
A1
|
B1
|
—
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Cash Management Fund
|
A2
|
A2
|
C1
|
D1
|
E1
|
F1
|
G1
|
—
|
VP
– Columbia Wanger International Equities Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Commodity Strategy Fund
|
A1
|
B6
|
C3
|
D1
|
E1
|
F1
|
G1
|
H5
|
VP
– Conservative Portfolio
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Core Equity Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– DFA International Value Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Diversified Bond Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Dividend Opportunity Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Eaton Vance Floating-Rate Income Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Emerging Markets Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Emerging Markets Bond Fund
|
A1
|
B5
|
—
|
D1
|
E1
|
F1
|
G1
|
H3
|
Statement
of Additional Information – [May 1, 2015]
|
10
|
Fund
|
A
Buy or
sell real
estate
|
B
Buy or sell
commodities
|
C
Issuer Diversification
|
D
Lending
|
E
Act as an
underwriter
|
F
Borrow
money
|
G
Issue
Senior
Securities
|
H
Concentration
|
VP
– Global Bond Fund
|
A1
|
B1
|
C5
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– High Yield Bond Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Holland Large Cap Growth Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Income Opportunities Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– International Opportunities Fund
|
A4
|
B7
|
C4
|
D3
|
E3
|
F3
|
F3
|
H7
|
VP
– Invesco International Growth Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– J.P. Morgan Core Bond Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Jennison Mid Cap Growth Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Large Cap Growth Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Large Core Quantitative Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Limited Duration Credit Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Loomis Sayles Growth Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Managed Volatility Moderate Growth Fund
|
A1
|
B1
|
C3
|
D1
|
E1
|
F1
|
G1
|
H6
|
VP
– Marsico 21st Century Fund
|
A4
|
B7
|
C4
|
D3
|
E3
|
F3
|
F3
|
H7
|
VP
– Marsico Focused Equities Fund
|
A4
|
B7
|
—
|
D3
|
E3
|
F3
|
F3
|
H7
|
VP
– Marsico Growth Fund
|
A4
|
B7
|
C4
|
D3
|
E3
|
F3
|
F3
|
H7
|
VP
– MFS Value Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Mid Cap Growth Opportunity Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Mid Cap Value Opportunity Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Moderate Portfolio
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Moderately Aggressive Portfolio
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Moderately Conservative Portfolio
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Morgan Stanley Global Real Estate Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H4
|
VP
– NFJ Dividend Value Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Partners Small Cap Growth Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Partners Small Cap Value Fund
|
A1
|
B2
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Pyramis International Equity Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– S&P 500 Index Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Select International Equity Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Select Large-Cap Value Fund
|
A1
|
B2
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Select Smaller-Cap Value Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Seligman Global Technology Fund
|
A3
|
B3
|
—
|
D2
|
E2
|
F2
|
F2
|
H2
|
VP
– Sit Dividend Growth Fund
|
A1
|
B2
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– TCW Core Plus Bond Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– U.S. Equities Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– U.S. Government Mortgage Fund
|
A1
|
B1
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Victory Established Value Fund
|
A1
|
B2
|
C1
|
D1
|
E1
|
F1
|
G1
|
H1
|
VP
– Wells Fargo Short Duration Government Fund
|
A1
|
B4
|
C3
|
D1
|
E1
|
F1
|
G1
|
H1
|
Statement
of Additional Information – [May 1, 2015]
|
11
|
A.
|
Buy or sell real
estate
|
A1 –
|
The Fund will not
buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged
in the real estate business or real estate investment trusts. For purposes of this policy, real estate includes real estate limited partnerships.
|
A2 –
|
The Fund will not
buy or sell real estate, commodities or commodity contracts. For purposes of this policy, real estate includes real estate limited partnerships.
|
A3 –
|
The Fund will not
purchase or hold any real estate, except the Fund may invest in securities secured by real estate or interests therein or issued by persons (including real estate investment trusts) which deal in real estate or interests therein.
|
A4
–
|
The
Fund will not purchase or sell real estate, except a Fund may purchase securities of issuers which deal or invest in real estate and may purchase securities which are secured by real estate or interests in real estate.
|
B.
|
Buy or sell physical
commodities
|
B1 –
|
The Fund will not
buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from buying or selling options and futures contracts or from investing in securities or other
instruments backed by, or whose value is derived from, physical commodities.
|
B2 –
|
The Fund will not
buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from buying or selling options, futures contracts and foreign currency or from investing in
securities or other instruments backed by, or whose value is derived from, physical commodities.
|
B3 –
|
The Fund will not
purchase or sell commodities or commodity contracts, except to the extent permissible under applicable law and interpretations, as they may be amended from time to time.
|
B4 –
|
The Fund will not
buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from buying or selling options, futures contracts and foreign currency or from entering into forward
currency contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities.
|
B5 –
|
The fund will not
buy or sell commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from transacting in derivative instruments relating to commodities, including but not limited to, buying or
selling options, swap contracts or futures contracts or from investing in securities or other instruments backed by, or whose value is derived from, commodities.
|
B6 –
|
The Fund will not
buy or sell commodities, except that the Fund may to the extent consistent with its investment objective(s), invest in securities of companies that purchase or sell commodities or which invest in such programs, and purchase and sell options, forward
contracts, futures contracts, and options on futures contracts and enter into swap contracts and other financial transactions relating to commodities. This restriction does not apply to foreign currency transactions including without limitation
forward currency contracts. This restriction also does not prevent the Fund from investing up to 25% of its total assets in one or more wholly-owned subsidiaries (as described further herein and referred to herein collectively as the
“Subsidiary”), thereby gaining exposure to the investment returns of commodities markets within the limitations of the federal tax requirements.*
|
B7
–
|
The
Fund will not purchase or sell commodities, except that a Fund may to the extent consistent with its investment objective, invest in securities of companies that purchase or sell commodities or which invest in such programs, and purchase and sell
options, forward contracts, futures contracts, and options on futures contracts. This limitation does not apply to foreign currency transactions including without limitation forward currency contracts.
|
*
|
For purposes of the fundamental
investment policy on buying and selling physical commodities above, at the time of the establishment of the restriction for certain Funds, swap contracts on financial instruments or rates were not within the understanding of the term
“commodities.” Notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, these Funds will not consider such instruments to be commodities for purposes of this
restriction.
|
C.
|
Issuer
Diversification
|
C1 –
|
The Fund will not
purchase more than 10% of the outstanding voting securities of an issuer, except that up to 25% of the Fund’s assets may be invested without regard to this 10% limitation.
|
C2
–
|
The
Fund will not make any investment inconsistent with its classification as a diversified company under the 1940 Act.
|
Statement
of Additional Information – [May 1, 2015]
|
12
|
C3 –
|
The Fund will not
purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would
own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations and (b) a Fund’s assets may be invested in the securities of one or more management
investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief.
|
C4 –
|
The Fund will not
purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would
own more than 10% of the voting securities of such issuer, except that: (i) up to 25% of its total assets may be invested without regard to these limitations; and (ii) a Fund’s assets may be invested in the securities of one or more management
investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief obtained by the Funds.
|
C5
–
|
The
Fund will not purchase more than 10% of the outstanding voting securities of an issuer, except that up to 25% of the Fund’s assets may be invested without regard to this 10% limitation. For tax-exempt Funds, for purposes of this policy, the
terms of a municipal security determine the issuer.
|
D1 –
|
The Fund will not
lend securities or participate in an interfund lending program if the total of all such loans would exceed 33
1
⁄
3
% of the
Fund’s total assets, except this fundamental investment policy shall not prohibit the Fund from purchasing money market securities, loans, loan participation or other debt securities, or from entering into repurchase agreements.
|
D2 –
|
The Fund will not
make loans, except as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff interpretations thereof or any exemptions therefrom which may be granted by the SEC.
|
D3
–
|
The
Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
|
E1 –
|
The Fund will not
act as an underwriter (sell securities for others). However, under the securities laws, the Fund may be deemed to be an underwriter when it purchases securities directly from the issuer and later resells them.
|
E2 –
|
The Fund will not
underwrite the securities of other issuers, except insofar as the Fund may be deemed an underwriter under the 1933 Act in disposing of a portfolio security or in connection with investments in other investment companies.
|
E3
–
|
The
Fund will not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in
connection with the purchase of securities directly from the issuer thereof in accordance with the Fund’s investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered
investment companies.
|
F1 –
|
The Fund will not
borrow money, except for temporary purposes (not for leveraging or investment) in an amount not exceeding 33
1
⁄
3
% of its total
assets (including the amount borrowed) less liabilities (other than borrowings) immediately after the borrowings.
|
F2 –
|
The Fund will not
issue senior securities or borrow money, except as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff interpretations thereof or any exceptions therefrom which may be granted by the SEC. For borrowing, the 1940 Act permits a fund
to borrow up to 33
1
⁄
3
% of its total assets (including the amounts borrowed) from banks, plus an additional 5% of its total
assets for temporary purposes, which may be borrowed from banks or other sources.
|
F3
–
|
The
Fund will not borrow money or issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
|
G.
|
Issue senior
securities
|
G1 –
|
The Fund will not
issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
|
Statement
of Additional Information – [May 1, 2015]
|
13
|
H1 –
|
The Fund will not
concentrate in any one industry. According to the present interpretation by the SEC, this means that up to 25% of the Fund’s total assets, based on current market value at time of purchase, can be invested in any one industry.
|
H2 –
|
The Fund will,
under normal market conditions, invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the technology and related group of industries, provided
that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding
this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and
any applicable exemptive relief.
|
H3 –
|
While the Fund may
invest 25% or more of its total assets in the securities of foreign governmental and corporate entities located in the same country, it will not invest 25% or more of its total assets in any single foreign governmental issuer.
|
H4 –
|
The Fund will not
invest more than 25% of the market value of its total assets in the securities of issuers in any particular industry, except the Fund will invest more than 25% of the value of its total assets in securities of issuers principally engaged in the real
estate industry and may invest without limit in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.
|
H5 –
|
The Fund will not
invest 25% or more of its total assets in securities of corporate issuers engaged in any one industry. The foregoing restriction does not apply to securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or
repurchase agreements secured by them. In addition, the foregoing restriction shall not apply to or limit the Fund’s counterparties in commodities-related transactions.
|
H6 –
|
The Fund will not
purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided
that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding
this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable
exemptive relief.
|
H7
–
|
The
Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same
industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii)
notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder and
any applicable exemptive relief obtained by the Funds.
|
*
|
For purposes of applying the
limitation set forth in its concentration policy, above, a Fund will generally use the industry classifications provided by the Global Industry Classification System (GICS) for classification of issuers of equity securities and the classifications
provided by the Barclays Capital Aggregate Bond Index for classification of issues of fixed-income securities. To the extent that a Fund’s concentration policy requires the Fund to consider the concentration policies of any underlying funds in
which it invests, the Fund will consider, in the case of unaffiliated underlying funds, the portfolio positions at the time of purchase of such unaffiliated underlying funds based on portfolio information made publicly available by them. The Fund
does not consider futures or swaps clearinghouses or securities clearinghouses, where the Fund has exposure to such clearinghouses in the course of making investments in futures and securities, to be part of any industry.
|
In addition to the policies described above and any
fundamental policy described in the prospectus:
Additionally for VP Cash Management, the Fund will
not:
■
|
Buy on margin or
sell short or deal in options to buy or sell securities.
|
■
|
Purchase common
stocks, preferred stocks, warrants, other equity securities, corporate bonds or debentures, state bonds, municipal bonds, or industrial revenue bonds.
|
■
|
Intentionally
invest more than 25% of the Fund’s assets taken at market value in any particular industry, except with respect to investing in U.S. government or agency securities and bank obligations. Investments are varied according to what is judged
advantageous under different economic conditions.
|
Statement
of Additional Information – [May 1, 2015]
|
14
|
Additionally for VP-Seligman Global Technology, the
Fund will not:
■
|
Purchase
securities on margin except as permitted by the 1940 Act or any rule thereunder, any Securities and Exchange Commission (the “SEC”) or SEC staff interpretations thereof or any exemptions therefrom which may be granted by the SEC.
|
Non-fundamental Policies
The following non-fundamental policies may be changed by the Board
at any time and may be in addition to those described in the prospectus.
Investment in Illiquid Securities
No more than 5% of a money market Fund’s total assets will be
held in securities and other instruments that are illiquid. No more than 15% of the net assets of any other Fund will be held in securities and other instruments that are illiquid. “Illiquid Securities” are defined in accordance with the
SEC staff’s current guidance and interpretations which provide that an illiquid security is a security which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has
valued the security.
Investment in Other
Investment Companies
The Funds may not purchase securities of
other investment companies except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
The 1940 Act, in summary, provides that a fund
generally may not: (i) purchase more than 3% of the outstanding voting stock of another investment company; (ii) purchase securities issued by another registered investment company representing more than 5% of the investing fund’s total
assets; and (iii) purchase securities issued by investment companies that in the aggregate represent more than 10% of the acquiring fund’s total assets (the “3, 5 and 10 Rule”). Affiliated funds-of-funds (
i.e.
, those funds that invest in other funds within the same fund family), with respect to investments in such affiliated underlying funds, are not subject to the 3, 5 and 10 Rule and, therefore, may invest in
affiliated underlying funds without restriction. A fund-of-funds may also invest its assets in unaffiliated funds, but the fund-of-funds generally may not purchase more than 3% of the outstanding voting stock of any one unaffiliated fund.
Additionally, certain exceptions to these limitations apply to investments in money market mutual funds. If shares of the Fund are purchased by an affiliated fund beyond the 3, 5 and 10 Rule in reliance on Section 12(d)(1)(G) of the 1940 Act, for so
long as shares of the Fund are held by such other affiliated fund, the Fund will not purchase securities of a registered open-end investment company or registered unit investment trust Section in reliance on Section 12(d)(1)(F) or Section
12(d)(1)(G) of the 1940 Act or in reliance on other exemptive relief.
Investment in Foreign Securities
For all funds EXCEPT Fund-of-funds, VP – BlackRock Global
Inflation-Protected Securities Fund, VP – Cash Management Fund, VP – Columbia Wanger International Equities Fund, VP – Commodity Strategy Fund, VP – DFA International Value Fund, VP – Emerging Markets Fund, VP –
Global Bond Fund, VP – International Opportunities Fund, VP – Invesco International Growth Fund, VP – Managed Volatility Moderate Growth Fund, VP – Marsico 21st Century Fund, VP – Morgan Stanley Global Real Estate Fund,
VP – Pyramis International Equity Fund, VP – S&P 500 Index Fund and VP – Select International Equity Fund:
■
|
Up to 25% of the
Fund’s net assets may be invested in foreign investments.*
|
*
|
For VP – Balanced Fund
and VP – Nuveen Winslow Large Cap Growth Fund, the 20% limitation stated in the prospectus is an investment policy.
|
For VP – Cash Management Fund:
■
|
Up to 25% of the
Fund’s total assets may be invested in U.S. dollar-denominated foreign investments.
|
Additionally, for VP – International
Opportunities Fund, VP – Marsico 21st Century Fund, VP – Marsico Growth Fund and VP – Marsico Focused Equities Fund (the series of CFVIT I):
■
|
The Fund may
invest in futures or options contracts regulated by the CFTC for: (i) bona fide hedging purposes within the meaning of the rules of the CFTC; and (ii) for other purposes if, as a result, no more than 5% of a Fund’s net assets would be invested
in initial margin and premiums (excluding amounts “in-the-money”) required to establish the contracts.
|
■
|
The Fund may lend
securities from its portfolio to brokers, dealers and financial institutions, in amounts not to exceed (in the aggregate) one-third of the Fund’s total assets. Any such loans of portfolio securities will be fully collateralized based on values
that are marked to market daily.
|
■
|
The Fund may not
make investments for the purpose of exercising control of management. (Investments by the Fund in entities created under the laws of foreign countries solely to facilitate investment in securities in that country will not be deemed the making of
investments for the purpose of exercising control.)
|
Statement
of Additional Information – [May 1, 2015]
|
15
|
■
|
The Fund may not
sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short (short sales “against the box”) or the Fund segregates assets in the amount at least equal to the
underlying security or asset.
|
Additionally, for VP – Marsico Focused Equities
Fund:
■
|
The Fund may not
purchase securities of any one issuer (other than U.S. Government Obligations) if, immediately after such purchase, more than 25% of the value of the Fund’s total assets would be invested in the securities of one issuer, and with respect to
50% of such Fund’s total assets, more than 5% of its assets would be invested in the securities of one issuer.
|
Additionally, for VP – Seligman Global
Technology Fund:
■
|
The Fund will not
invest in oil, gas or other mineral exploration or development programs; provided, however, that this investment restriction shall not prohibit the fund from purchasing publicly-traded securities of companies engaging in whole or in part in such
activities.
|
■
|
The Fund will not
purchase securities from or sell securities to any of its officers or Trustees, except with respect to its own shares and as permissible under applicable statutes, rule ad regulations.
|
■
|
The Fund will not
invest more than 5% of the value of its net assets, valued at the lower of cost or market, in warrants, of which no more than 2% of net assets may be invested in warrants and rights not listed on the New York or American Stock Exchange. For this
purpose, warrants acquired by the fund in units or attached to securities may be deemed to have been purchased without cost.
|
Names Rule Policy
To the extent a Fund is subject to Rule 35d-1 under the 1940 Act
(the Names Rule), and does not otherwise have a fundamental policy in place to comply with the Names Rule, such Fund has adopted the following non-fundamental policy: Shareholders will receive at least 60 days’ notice of any change to the
Fund’s investment objective or principal investment strategies made in order to comply with the Names Rule. The notice will be provided in plain English in a separate written document, and will contain the following prominent statement or
similar statement in bold-face type: “Important Notice Regarding Change in Investment Policy.” This statement will appear on both the notice and the envelope in which it is delivered, unless it is delivered separately from other
communications to investors, in which case the statement will appear either on the notice or the envelope in which the notice is delivered.
Summary of 1940 Act Restrictions on Certain
Activities
Certain of the Fund’s
fundamental and non-fundamental policies set forth above prohibit transactions “except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief”. The following discussion
summarizes the flexibility that the Fund currently gains from these exceptions. To the extent the 1940 Act or the rules and regulations thereunder may, in the future, be amended to provide greater flexibility, or to the extent the SEC may in the
future grant exemptive relief providing greater flexibility, the Fund will be able to use that flexibility without seeking shareholder approval of its fundamental policies.
Borrowing money – The 1940 Act permits a Fund
to borrow up to 33
1
⁄
3
% of its total assets (including the amounts borrowed) from banks, plus an additional 5% of its total
assets for temporary purposes, which may be borrowed from banks or other sources. The exception in the fundamental policy allows the Funds to borrow money subject to these conditions. Compliance with this limitation is not measured under the Time of
Purchase Standard.
Issuing senior securities
– A “senior security” is an obligation with respect to the earnings or assets of a company that takes precedence over the claims of that company’s common stock with respect to the same earnings or assets. The 1940 Act
prohibits a mutual fund from issuing senior securities other than certain borrowings from a bank, but SEC staff interpretations allow a Fund to engage in certain types of transactions that otherwise might raise senior security concerns (such as
short sales, buying and selling financial futures contracts and other derivative instruments and selling put and call options), provided that the Fund segregates or designates on the Fund’s books and records liquid assets, or otherwise covers
the transaction with offsetting portfolio securities, in amounts sufficient to offset any liability associated with the transaction. The exception in the fundamental policy allows the Fund to operate in reliance upon these staff
interpretations.
Making loans (Lending)
– Under the 1940 Act, a mutual fund may loan money or property to persons who do not control and are not under common control with the Fund, except that a Fund may make loans to a wholly-owned subsidiary. In addition, the SEC staff takes the
position that a Fund may not lend portfolio securities representing more than one-third of the Fund’s total value. A Fund must receive from the borrower collateral at least equal in value to the loaned securities, marked to market daily. The
exception in the fundamental policy allows the Fund to make loans to third parties, including loans of its portfolio securities, subject to these conditions.
Statement
of Additional Information – [May 1, 2015]
|
16
|
Purchase of securities on margin – A purchase
on margin involves a loan from the broker-dealer arranging the transaction. The “margin” is the cash or securities that the buyer/borrower places with the broker-dealer as collateral against the loan. However, the purchase of securities
on margin is effectively prohibited by the 1940 Act because the Fund generally may borrow only from banks. Thus, under current law, this exception does not provide any additional flexibility to the Fund.
Statement
of Additional Information – [May 1, 2015]
|
17
|
ABOUT FUND INVESTMENTS
Each Fund’s investment objective, principal
investment strategies and related principal risks are discussed in each Fund’s prospectus. Each Fund’s prospectus identifies the types of securities in which the Fund invests principally and summarizes the principal risks to the
Fund’s portfolio as a whole associated with such investments. Unless otherwise indicated in the prospectus or this SAI, the investment objective and policies of a Fund may be changed without shareholder approval.
To the extent that a type of security identified in
the table below for a Fund is not described in the Fund’s prospectus (or as a sub-category of such security type in this SAI), the Fund generally invests in such security type, if at all, as part of its non-principal investment
strategies.
Information about individual types
of securities (including certain of their associated risks) in which some or all of the Funds may invest is set forth below. Each Fund may invest in these types of securities, subject to its investment objective and fundamental and non-fundamental
investment policies. A Fund is not required to invest in any or all of the types of securities listed below.
Funds-of-funds invest in a combination of underlying
funds, although they may also invest directly in stocks, bonds and other securities. These underlying funds have their own investment strategies and types of investments they are allowed to engage in and purchase. Funds-of-funds may invest directly
or indirectly through investments in underlying funds, in securities and other instruments and may engage in the investment strategies indicated in the table below.
Certain Investment Activity Limits.
The overall investment and other activities of the Investment Manager and its affiliates may limit the investment opportunities for each Fund in certain markets, industries or transactions or in
individual issuers where limitations are imposed upon the aggregate amount of investment by the Funds and other accounts managed by the Investment Manager and accounts of its affiliates (collectively, affiliated investors). From time to time, each
Fund’s activities also may be restricted because of regulatory restrictions applicable to the Investment Manager and its affiliates and/or because of their internal policies. See
Investment Management and Other Services – Other
Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest
.
Temporary Defensive Positions.
Each Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market,
economic, political, social or other conditions, including, without limitation investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or
cash equivalents. The Fund may take such defensive investment positions for as long a period as deemed necessary.
Other Strategic and Investment Measures.
Unless prohibited by its investment policies, a Fund may also from time to time take temporary portfolio positions that may or may not be consistent with the
Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in derivatives, such as futures (
e.g.
, index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment
exposure to a sector, country or region where the Investment Manager (or Fund subadviser, if applicable) believes such defensive positioning is appropriate. Each Fund may do so without limit and for as long a period as deemed necessary, when the
Investment Manager or the Fund’s subadviser, if applicable: (i) believes that market conditions are not favorable for profitable investing or to avoid losses, including under adverse market, economic, political or other conditions; (ii) is
unable to locate favorable investment opportunities; or (iii) determines that a temporary defensive position is advisable or necessary in order to meet anticipated redemption requests, or for other reasons. While the Fund is so positioned,
derivatives could comprise a substantial portion of the Fund’s investments and the Fund may not achieve its investment objective. Investing in this manner may adversely affect Fund performance. During these times, the portfolio managers may
make frequent portfolio holding changes, which could result in increased trading expenses and decreased Fund performance.
Types of Investments
A black circle indicates that the investment
strategy or type of investment generally is authorized for a category of funds. Exceptions are noted following the table. See
About the Trusts
for fund investment categories.
Type
of Investment
|
Equity
and
Flexible
|
Funds-of-Funds
– Equity
|
Taxable
Fixed
Income
|
Money
Market
|
Asset-Backed
Securities
|
•
|
•
|
•
|
•
|
Bank
Obligations (Domestic and Foreign)
|
•
|
•
|
•
|
•
|
Collateralized
Bond Obligations
|
•
|
•
|
•
|
—
|
Statement
of Additional Information – [May 1, 2015]
|
18
|
Type
of Investment
|
Equity
and
Flexible
|
Funds-of-Funds
– Equity
|
Taxable
Fixed
Income
|
Money
Market
|
Commercial
Paper
|
•
|
•
|
•
|
•
|
Common
Stock
|
•
|
•
|
•A
|
—
|
Convertible
Securities
|
•B
|
•
|
•
|
—
|
Corporate
Debt Securities
|
•
|
•
|
•
|
•C
|
Custody
Receipts and Trust Certificates
|
•D
|
•
|
•
|
•
|
Debt
Obligations
|
•
|
•
|
•
|
•
|
Depositary
Receipts
|
•
|
•
|
•E
|
—
|
Derivatives
|
•
|
•
|
•
|
—
|
Dollar
Rolls
|
•
|
•
|
•
|
—
|
Foreign
Currency Transactions
|
•
|
•
|
•
|
—
|
Foreign
Securities
|
•
|
•
|
•
|
•
|
Guaranteed
Investment Contracts (Funding Agreements)
|
•
|
•
|
•
|
—
|
High-Yield
Securities
|
•
|
•
|
•
|
—
|
Illiquid
Securities
|
•
|
•
|
•
|
•
|
Inflation
Protected Securities
|
•
|
•
|
•
|
—
|
Initial
Public Offerings
|
•
|
•
|
•
|
•
|
Inverse
Floaters
|
•F
|
•
|
•
|
—
|
Investments
in Other Investment Companies (Including ETFs)
|
•
|
•
|
•
|
•
|
Listed
Private Equity Funds
|
•
|
•
|
•
|
•
|
Money
Market Instruments
|
•
|
•
|
•
|
•
|
Mortgage-Backed
Securities
|
•G
|
•
|
•
|
•
|
Municipal
Securities
|
•
|
•
|
•
|
—
|
Participation
Interests
|
•
|
•
|
•
|
—
|
Partnership
Securities
|
•
|
•
|
•
|
•
|
Preferred
Stock
|
•
|
•
|
•H
|
—
|
Private
Placement and Other Restricted Securities
|
•
|
•
|
•
|
•
|
Real
Estate Investment Trusts
|
•
|
•
|
•
|
—
|
Repurchase
Agreements
|
•
|
•
|
•
|
•
|
Reverse
Repurchase Agreements
|
•
|
•
|
•
|
•
|
Short
Sales
|
•I
|
•I
|
•I
|
—
|
Sovereign
Debt
|
•
|
•
|
•
|
•
|
Standby
Commitments
|
•
|
•
|
•
|
•
|
U.S.
Government and Related Obligations
|
•
|
•
|
•
|
•
|
Variable
and Floating Rate Obligations
|
•J
|
•
|
•
|
•
|
A.
|
The following Fund is not
authorized to invest in Common Stock: VP - U.S. Government Mortgage Fund.
|
B.
|
The following Fund is not
authorized to invest in Convertible Securities: VP - Commodity Strategy Fund.
|
C.
|
While the Fund is prohibited
from investing in corporate bonds, it may invest in securities classified as corporate bonds if they meet the requirements of Rule 2a-7 of the 1940 Act.
|
D.
|
The following Funds are not
authorized to invest in Custody Receipts and Trust Certificates: each series of CFVITI.
|
E.
|
The following Fund is not
authorized to invest in Depository Receipts: VP - U.S. Government Mortgage Fund.
|
F.
|
The following Fund is not
authorized to invest in Inverse Floaters: VP - Large Core Quantitative Fund.
|
G.
|
The following Funds are not
authorized to invest in Mortgage-Backed Securities: VP - S&P 500 Index Fund and VP - Select Smaller-Cap Value Fund.
|
H.
|
The following Fund is not
authorized to invest in Preferred Stock: VP - U.S. Government Mortgage Fund.
|
I.
|
The Funds are not prohibited
from engaging in short sales, however, each Fund will seek Board approval prior to utilizing short sales as an active part of its investment strategy.
|
J.
|
The following Fund is
authorized to invest in Variable and Floating Rate Obligations: VP - Commodity Strategy Fund.
|
Statement
of Additional Information – [May 1, 2015]
|
19
|
Asset-Backed Securities
Asset-backed securities represent interests in, or debt instruments
that are backed by, pools of various types of assets that generate cash payments generally over fixed periods of time, such as, among others, motor vehicle installment sales, contracts, installment loan contracts, leases of various types of real and
personal property, and receivables from revolving (credit card) agreements. Such securities entitle the security holders to receive distributions (
i.e.
, principal and interest) that are tied to the payments
made by the borrower on the underlying assets (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying assets effectively pass through to such security holders.
Asset-backed securities typically are created by an originator of loans or owner of accounts receivable that sells such underlying assets to a special purpose entity in a process called a securitization. The special purpose entity issues securities
that are backed by the payments on the underlying assets, and have a minimum denomination and specific term. Asset-backed securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon
securities and may be privately placed or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments – Zero-Coupon, Pay-in-Kind and
Step-Coupon Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with asset-backed securities include: Credit Risk, Interest Rate Risk, Liquidity Risk and Prepayment and Extension Risk.
Bank Obligations (Domestic and Foreign)
Bank obligations include certificates of deposit, bankers’
acceptances, time deposits and promissory notes that earn a specified rate of return and may be issued by (i) a domestic branch of a domestic bank, (ii) a foreign branch of a domestic bank, (iii) a domestic branch of a foreign bank or (iv) a foreign
branch of a foreign bank. Bank obligations may be structured as fixed-, variable- or floating-rate obligations. See
Types of Investments – Variable- and Floating-Rate Obligations
for
more information.
Certificates of deposit, or
so-called CDs, typically are interest-bearing debt instruments issued by banks and have maturities ranging from a few weeks to several years. Yankee dollar certificates of deposit are negotiable CDs issued in the United States by branches and
agencies of foreign banks. Eurodollar certificates of deposit are CDs issued by foreign banks with interest and principal paid in U.S. dollars. Eurodollar and Yankee Dollar CDs typically have maturities of less than two years and have interest rates
that typically are pegged to the London Interbank Offered Rate or LIBOR. See
Types of Investments – Eurodollar and Yankee Dollar and Related Derivatives Instruments
. Bankers’
acceptances are time drafts drawn on and accepted by banks, are a customary means of effecting payment for merchandise sold in import-export transactions and are a general source of financing. A time deposit can be either a savings account or CD
that is an obligation of a financial institution for a fixed term. Typically, there are penalties for early withdrawals of time deposits. Promissory notes are written commitments of the maker to pay the payee a specified sum of money either on
demand or at a fixed or determinable future date, with or without interest.
Bank investment contracts are issued by banks.
Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of a bank. The bank then credits to the Fund payments at floating or fixed interest rates. A Fund also may hold funds on deposit with its custodian for temporary
purposes.
Certain bank obligations, such as
some CDs, are insured by the FDIC up to certain specified limits. Many other bank obligations, however, are neither guaranteed nor insured by the FDIC or the U.S. Government. These bank obligations are “backed” only by the
creditworthiness of the issuing bank or parent financial institution. Domestic and foreign banks are subject to different governmental regulation. Accordingly, certain obligations of foreign banks, including Eurodollar and Yankee dollar obligations,
involve different and/or heightened investment risks than those affecting obligations of domestic banks, including, among others, the possibilities that: (i) their liquidity could be impaired because of political or economic developments; (ii) the
obligations may be less marketable than comparable obligations of domestic banks; (iii) a foreign jurisdiction might impose withholding and other taxes at high levels on interest income; (iv) foreign deposits may be seized or nationalized; (v)
foreign governmental restrictions such as exchange controls may be imposed, which could adversely affect the payment of principal and/or interest on those obligations; (vi) there may be less publicly available information concerning foreign banks
issuing the obligations; and (vii) the reserve requirements and accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ (including, less stringent) from those applicable to domestic
banks. Foreign banks generally are not subject to examination by any U.S. Government agency or instrumentality. See
Types of Investments – Foreign Securities
.
Although
one or more of the other risks described in this SAI may also apply, the risks typically associated with bank obligations include: Counterparty Risk, Credit Risk, Interest Rate Risk, Issuer Risk, Liquidity Risk, and Prepayment and Extension
Risk.
Statement
of Additional Information – [May 1, 2015]
|
20
|
Collateralized Bond Obligations
Collateralized bond obligations (CBOs) are investment grade bonds
backed by a pool of bonds, which may include junk bonds (which are considered speculative investments). CBOs are similar in concept to collateralized mortgage obligations (CMOs), but differ in that CBOs represent different degrees of credit quality
rather than different maturities. (See
Types of Investments – Mortgage-Backed Securities
and
– Asset-Backed Securities
.
) CBOs are often privately offered and sold, and thus not registered under the federal securities laws.
Underwriters of CBOs package a large and diversified
pool of high-risk, high-yield junk bonds, which is then structured into “tranches.” Typically, the first tranche represents a senior claim on collateral and pays the lowest interest rate; the second tranche is junior to the first tranche
and therefore subject to greater risk and pays a higher rate; the third tranche is junior to both the first and second tranche, represents the lowest credit quality and instead of receiving a fixed interest rate receives the residual interest
payments — money that is left over after the higher tranches have been paid. CBOs, like CMOs, are substantially overcollateralized and this, plus the diversification of the pool backing them, may earn certain of the tranches investment-grade
bond ratings. Holders of third-tranche CBOs stand to earn higher or lower yields depending on the rate of defaults in the collateral pool. See
Types of Investments – High-Yield
Securities
.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with CBOs include: Credit Risk, Illiquid Securities Risk, Interest Rate Risk, Liquidity Risk, High-Yield Securities Risk and Prepayment and Extension Risk.
Commercial Paper
Commercial paper is a short-term debt obligation, usually sold on a
discount basis, with a maturity ranging from 2 to 270 days issued by banks, corporations and other borrowers. It is sold to investors with temporary idle cash as a way to increase returns on a short-term basis. These instruments are generally
unsecured, which increases the credit risk associated with this type of investment. See
Types of Investments — Debt Obligations and Types of Investments —
Illiquid Securities. See Appendix A for a discussion of securities ratings.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with commercial paper include: Credit Risk and Liquidity Risk.
Common Stock
Common stock represents a unit of equity ownership of a
corporation. Owners typically are entitled to vote on the selection of directors and other important corporate governance matters, and to receive dividend payments, if any, on their holdings. However, ownership of common stock does not entitle
owners to participate in the day-to-day operations of the corporation. Common stocks of domestic and foreign public corporations can be listed, and their shares traded, on domestic stock exchanges, such as the NYSE or the NASDAQ Stock Market.
Domestic and foreign corporations also may have their shares traded on foreign exchanges, such as the London Stock Exchange or Tokyo Stock Exchange. See
Types of Investments – Foreign
Securities
. Common stock may be privately placed or publicly offered. The price of common stock is generally determined by corporate earnings, type of products or services offered, projected growth rates, experience of management, liquidity,
and market conditions generally. In the event that a corporation declares bankruptcy or is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common
stock. See
Types of Investments – Private Placement and Other Restricted Securities – Preferred Stock
and
– Convertible
Securities
for more information.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with common stock include: Issuer Risk and Market Risk.
Convertible Securities
Convertible securities include bonds, debentures, notes, preferred
stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion
price). As such, convertible securities combine the investment characteristics of debt securities and equity securities. A holder of convertible securities is entitled to receive the income of a bond, debenture or note or the dividend of a preferred
stock until the conversion privilege is exercised. The market value of convertible securities generally is a function of, among other factors, interest rates, the rates of return of similar nonconvertible securities and the financial strength of the
issuer. The market value of convertible securities tends to decline as interest rates rise and, conversely, to rise as interest rates decline. However, a convertible security’s market value tends to reflect the market price of the common stock
of the issuing company when that stock price approaches or is greater than its conversion price. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the rate of return of
the convertible security. Because both interest rate and common stock’s market movements can influence their value, convertible securities generally are not as sensitive to changes in interest rates as similar non-convertible debt
securities
Statement
of Additional Information – [May 1, 2015]
|
21
|
nor generally as sensitive to changes in share price as the
underlying common stock. Convertible securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities, Types of Investments – Common Stock, Types of
Investments – Corporate Debt Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Certain convertible securities may have a mandatory
conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities (of the same or a different issuer) at a specified date and at a specified exchange ratio. Certain convertible securities may be
convertible at the option of the issuer, which may require a holder to convert the security into the underlying common stock, even at times when the value of the underlying common stock or other equity security has declined substantially. In
addition, some convertible securities may be rated below investment grade or may not be rated and, therefore, may be considered speculative investments. Companies that issue convertible securities frequently are small- and mid-capitalization
companies and, accordingly, carry the risks associated with such companies. In addition, the credit rating of a company’s convertible securities generally is lower than that of its conventional debt securities. Convertible securities are
senior to equity securities and have a claim to the assets of an issuer prior to the holders of the issuer’s common stock in the event of liquidation but generally are subordinate to similar non-convertible debt securities of the same issuer.
Some convertible securities are particularly sensitive to changes in interest rates when their predetermined conversion price is much higher than the price for the issuing company’s common stock.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with convertible securities include: Convertible Securities Risk, Interest Rate Risk, Issuer Risk, Market Risk, Prepayment and Extension Risk, and Reinvestment Risk.
Corporate Debt Securities
Corporate debt securities are long and short term fixed income
securities typically issued by businesses to finance their operations. Corporate debt securities are issued by public or private companies, as distinct from debt securities issued by a government or its agencies. The issuer of a corporate debt
security often has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal periodically or on a specified maturity date. Corporate debt securities typically have four distinguishing features: (1) they are
taxable; (2) they have a par value of $1,000; (3) they have a term maturity, which means they come due at a specified time period; and (4) many are traded on major securities exchanges. Notes, bonds, debentures and commercial paper are the most
common types of corporate debt securities, with the primary difference being their interest rates, maturity dates and secured or unsecured status. Commercial paper has the shortest term and usually is unsecured, as are debentures. The broad category
of corporate debt securities includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. The category also includes bank loans, as well as assignments, participations and other
interests in bank loans. Corporate debt securities may be rated investment grade or below investment grade and may be structured as fixed-, variable or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be
privately placed or publicly offered. They may also be senior or subordinated obligations. See Appendix A for a discussion of securities ratings. See
Types of Investments – Variable- and
Floating-Rate Obligations, Types of Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities, Types of Investments – Private Placement and Other Restricted Securities, Types of Investments – Debt Obligations, Types of
Investments – Commercial Paper
and
Types of Investments – High-Yield Securities
for more information.
Extendible commercial notes (ECNs) are very similar
to commercial paper except that, with ECNs, the issuer has the option to extend the notes’ maturity. ECNs are issued at a discount rate, with an initial redemption of not more than 90 days from the date of issue. If ECNs are not redeemed by
the issuer on the initial redemption date, the issuer will pay a premium (step-up) rate based on the ECN’s credit rating at the time.
Because of the wide range of types and maturities of
corporate debt securities, as well as the range of creditworthiness of issuers, corporate debt securities can have widely varying risk/return profiles. For example, commercial paper issued by a large established domestic corporation that is rated by
an NRSRO as investment grade may have a relatively modest return on principal but present relatively limited risk. On the other hand, a long-term corporate note issued, for example, by a small foreign corporation from an emerging market country that
has not been rated by an NRSRO may have the potential for relatively large returns on principal but carries a relatively high degree of risk.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with corporate debt securities include: Credit Risk, Interest Rate Risk, Issuer Risk, High Yield Securities Risk, Prepayment and Extension Risk and Reinvestment Risk.
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Custody Receipts and Trust Certificates
Custody receipts and trust certificates are derivative products
that evidence direct ownership in a pool of securities. Typically, a sponsor will deposit a pool of securities with a custodian in exchange for custody receipts evidencing interests in those securities. The sponsor generally then will sell the
custody receipts or trust certificates in negotiated transactions at varying prices. Each custody receipt or trust certificate evidences the individual securities in the pool and the holder of a custody receipt or trust certificate generally will
have all the rights and privileges of owners of those securities.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with custody receipts and trust certificates include: Liquidity Risk and Counterparty Risk. In addition, custody receipts and trust certificates generally are subject to the same risks as the
securities evidenced by the receipts or certificates.
Debt Obligations
Many different types of debt obligations exist (for example, bills,
bonds, and notes). Issuers of debt obligations have a contractual obligation to pay interest at a fixed, variable or floating rate on specified dates and to repay principal by a specified maturity date. Certain debt obligations (usually intermediate
and long-term bonds) have provisions that allow the issuer to redeem or “call” a bond before its maturity. Issuers are most likely to call these securities during periods of falling interest rates. When this happens, an investor may have
to replace these securities with lower yielding securities, which could result in a lower return.
The market value of debt obligations is affected
primarily by changes in prevailing interest rates and the issuer’s perceived ability to repay the debt. The market value of a debt obligation generally reacts inversely to interest rate changes. When prevailing interest rates decline, the
market value of the bond usually rises, and when prevailing interest rates rise, the market value of the bond usually declines.
In general, the longer the maturity of a debt
obligation, the higher its yield and the greater the sensitivity to changes in interest rates. Conversely, the shorter the maturity, the lower the yield and the lower the sensitivity to changes in interest rates.
As noted, the values of debt obligations also may be
affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the quality rating of a security, the higher the degree of risk as to the payment of interest and return of principal. To compensate investors for
taking on such increased risk, those issuers deemed to be less creditworthy generally must offer their investors higher interest rates than do issuers with better credit ratings. See
Types of
Investments – Corporate Debt Securities, Types of Investments – High-Yield Securities.
See
Types of Investments – Trust-Preferred Securities
for information with
respect to the trust-preferred or trust-issued securities.
Determining Investment Grade for Purposes of
Investment Policies.
Unless otherwise stated in the Fund’s prospectus, when determining, under a Fund’s investment policies, whether a debt instrument is investment grade or below
investment grade for purposes of purchase by the Fund, the Fund will apply a particular credit quality rating methodology, as described within the Fund’s shareholder reports, when available. These methodologies typically make use of credit
quality ratings assigned by a third-party rating agency or agencies, when available. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change, including daily. Credit quality
ratings apply to the Fund’s debt instrument investments and not the Fund itself.
Ratings limitations under a Fund’s investment
policies are applied at the time of purchase by a Fund. Subsequent to purchase, a debt instrument may cease to be rated by a rating agency or its rating may be reduced by a rating agency(ies) below the minimum required for purchase by a Fund.
Neither event will require the sale of such debt instrument, but it may be a factor in considering whether to continue to hold the instrument. Unless otherwise stated in a Fund’s prospectus or in this SAI, a Fund may invest in debt instruments
that are not rated by a rating agency. When a debt instrument is not rated by a rating agency, the Investment Manager or, as applicable, a Fund subadviser determines, at the time of purchase, whether such debt instrument is of investment grade or
below investment grade (e.g., junk bond) quality. A Fund’s debt instrument holdings that are not rated by a rating agency are typically referred to as “Not Rated” within the Fund’s shareholder reports.
See Appendix A for a discussion of securities
ratings.
Although one or more of the other
risks described in this SAI may also apply, the risks typically associated with debt obligations include: Confidential Information Access Risk, Credit Risk, Highly Leveraged Transactions Risk, Impairment of Collateral Risk, Interest Rate Risk,
Issuer Risk, Liquidity Risk, Prepayment and Extension Risk and Reinvestment Risk.
Determining Average Maturity.
When determining the average maturity of a Fund's portfolio, the Fund may use the effective maturity of a portfolio security by, among other things, adjusting for interest rate re-set dates, call dates
or “put” dates.
Depositary
Receipts
See
Types of Investments – Foreign Securities
below.
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Derivatives
General
Derivatives are financial instruments whose values are based on (or
“derived” from) traditional securities (such as a stock or a bond), assets (such as a commodity, like gold), reference rates (such as LIBOR), market indices (such as the S& P
500
®
Index) or customized baskets of securities or instruments. Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded
on regulated exchanges. These types of derivatives are standardized contracts that can easily be bought and sold, and whose market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more
specialized or complex, and may be harder to value. Many derivative instruments often require little or no initial payment and therefore often create inherent economic leverage. Derivatives, when used properly, can enhance returns and be useful in
hedging portfolios and managing risk. Some common types of derivatives include futures; options; options on futures; forward foreign currency exchange contracts; forward contracts on securities and securities indices; linked securities and
structured products; CMOs; stripped securities; warrants and rights; swap agreements and swaptions.
A Fund may use derivatives for a variety of reasons,
including, for example: (i) to enhance its return; (ii) to attempt to protect against possible unfavorable changes in the market value of securities held in or to be purchased for its portfolio resulting from securities markets or currency exchange
rate fluctuations (
i.e.
, to hedge); (iii) to protect its unrealized gains reflected in the value of its portfolio securities; (iv) to facilitate the sale of such securities for investment purposes; (v) to
reduce transaction costs; (vi) to manage the effective maturity or duration of its portfolio; and/or (vii) to maintain cash reserves while remaining fully invested.
A Fund may use any or all of the above investment
techniques and may purchase different types of derivative instruments at any time and in any combination. The use of derivatives is a function of numerous variables, including market conditions. See also
Types of Investments – Warrants and Rights
and
When Issued, Delayed Delivery and Forward Commitment Transactions
.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with transactions in derivatives (including the derivatives instruments discussed below) include: Counterparty Risk, Credit Risk, Interest Rate Risk, Leverage Risk, Liquidity Risk, Market Risk,
Derivatives Risk, Derivatives Risk/Credit Default Swaps Risk, Derivatives Risk/Forward Foreign Currency Contracts Risk, Derivatives Risk/Commodity-Linked Futures Contracts Risk, Derivatives Risk/Commodity-Linked Structured Notes Risk, Derivatives
Risk/Commodity-Linked Swaps, Derivatives Risk/Forward Interest Rate Agreements Risk, Derivatives Risk/Futures Contracts Risk, Derivatives Risk/Interest Rate Swaps Risk, Derivatives Risk/Inverse Floaters Risk, Derivatives Risk/Options Risk,
Derivatives Risk/Portfolio Swaps and Total Return Swaps Risk, Derivatives Risk/Total Return Swaps Risk, and Derivatives Risk/Warrants Risk.
Indexed or Linked Securities (Structured
Products)
General
.
Indexed or linked securities, also often referred to as “structured products,” are instruments that may have varying combinations of equity and debt characteristics. These instruments are
structured to recast the investment characteristics of the underlying security or reference asset. If the issuer is a unit investment trust or other special purpose vehicle, the structuring will typically involve the deposit with or purchase by such
issuer of specified instruments (such as commercial bank loans or securities) and/or the execution of various derivative transactions, and the issuance by that entity of one or more classes of securities (structured securities) backed by, or
representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying
maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments.
Indexed and Inverse Floating Rate Securities.
A Fund may invest in securities that provide a potential return based on a particular index or interest rates. For example, a Fund may invest in debt securities that pay interest based on an index of
interest rates. The principal amount payable upon maturity of certain securities also may be based on the value of the index. To the extent a Fund invests in these types of securities, a Fund’s return on such securities will rise and fall with
the value of the particular index: that is, if the value of the index falls, the value of the indexed securities owned by a Fund will fall. Interest and principal payable on certain securities may also be based on relative changes among particular
indices.
A Fund may also invest in
so-called “inverse floaters” or “residual interest bonds” on which the interest rates vary inversely with a floating rate (which may be reset periodically by a dutch auction, a remarketing agent, or by reference to a
short-term tax-exempt interest rate index). A Fund may purchase synthetically-created inverse floating rate bonds evidenced by custodial or trust receipts. A trust funds the purchase of a bond by issuing two classes of certificates: short-term
floating rate notes (typically sold to third parties) and the inverse floaters (also known as residual certificates). No additional income beyond that provided by the trust’s underlying bond is created; rather, that income is merely divided-up
between the two classes of certificates. Generally, income on inverse floating rate bonds will decrease when interest rates increase, and will increase when interest rates decrease. Such securities can have the effect of providing a degree of
investment leverage, since they may increase or decrease in value in response to changes in market interest rates at a rate that is a multiple of the actual rate at which fixed-rate securities increase or
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decrease in response to such changes. As a result, the market
values of such securities will generally be more volatile than the market values of fixed-rate securities. To seek to limit the volatility of these securities, a Fund may purchase inverse floating obligations that have shorter-term maturities or
that contain limitations on the extent to which the interest rate may vary. Certain investments in such obligations may be illiquid. Furthermore, where such a security includes a contingent liability, in the event of an adverse movement in the
underlying index or interest rate, a Fund may be required to pay substantial additional margin to maintain the position.
Credit-Linked Securities.
Among the income-producing securities in which a Fund may invest are credit linked securities. The issuers of these securities frequently are limited purpose trusts or other special purpose vehicles
that, in turn, invest in a derivative instrument or basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets. For instance, a Fund may
invest in credit-linked securities as a cash management tool in order to gain exposure to a certain market and/or to remain fully invested when more traditional income-producing securities are not available. Like an investment in a bond, investments
in these credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on or linked to the
issuer’s receipt of payments from, and the issuer’s potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default
swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs,
the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and/or principal that a Fund would
receive. A Fund’s investments in these securities are indirectly subject to the risks associated with derivative instruments. These securities generally are exempt from registration under the 1933 Act. Accordingly, there may be no established
trading market for the securities and they may constitute illiquid investments.
Index-, Commodity- and Currency-Linked Securities.
“Index-linked” or “commodity-linked” notes are debt securities of companies that call for interest payments and/or payment at maturity in different terms than the typical note
where the borrower agrees to make fixed interest payments and to pay a fixed sum at maturity. Principal and/or interest payments on an index-linked or commodity-linked note depend on the performance of one or more market indices, such as the S&P
500
®
Index, a weighted index of commodity futures such as crude oil, gasoline and natural gas or the market prices of a particular commodity or basket of commodities or securities.
Currency-linked debt securities are short-term or intermediate-term instruments having a value at maturity, and/or an interest rate, determined by reference to one or more foreign currencies. Payment of principal or periodic interest may be
calculated as a multiple of the movement of one currency against another currency, or against an index.
Index-, commodity- and currency-linked securities
may entail substantial risks. Such instruments may be subject to significant price volatility. The company issuing the instrument may fail to pay the amount due on maturity. The underlying investment may not perform as expected by a Fund’s
portfolio manager. Markets and underlying investments and indexes may move in a direction that was not anticipated by a Fund’s portfolio manager. Performance of the derivatives may be influenced by interest rate and other market changes in the
United States and abroad, and certain derivative instruments may be illiquid.
Linked securities are often issued by unit
investment trusts. Examples of this include such index-linked securities as S&P Depositary Receipts (SPDRs), which is an interest in a unit investment trust holding a portfolio of securities linked to the S&P 500
®
Index, and a type of exchange-traded fund (ETF). Because a unit investment trust is an investment company under the 1940 Act, a Fund’s investments in SPDRs are subject to the
limitations set forth in Section 12(d)(1)(A) of the 1940 Act, although the SEC has issued exemptive relief permitting investment companies such as the Funds to invest beyond the limits of Section 12(d)(1)(A) subject to certain conditions. SPDRs
generally closely track the underlying portfolio of securities, trade like a share of common stock and pay periodic dividends proportionate to those paid by the portfolio of stocks that comprise the S&P 500
®
Index. As a holder of interests in a unit investment trust, a Fund would indirectly bear its ratable share of that unit investment trust’s expenses. At the same time, a Fund would
continue to pay its own management and advisory fees and other expenses, as a result of which a Fund and its shareholders in effect would be absorbing levels of fees with respect to investments in such unit investment trusts.
Because linked securities typically involve no
credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured products may be structured as a class that is either subordinated or unsubordinated to the right of payment of
another class. Subordinated linked securities typically have higher rates of return and present greater risks than unsubordinated structured products. Structured products sometimes are sold in private placement transactions and often have a limited
trading market.
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Investments in linked securities have the potential
to lead to significant losses because of unexpected movements in the underlying financial asset, index, currency or other investment. The ability of a Fund to utilize linked securities successfully will depend on its ability correctly to predict
pertinent market movements, which cannot be assured. Because currency-linked securities usually relate to foreign currencies, some of which may be currencies from emerging market countries, there are certain additional risks associated with such
investments.
Futures Contracts and Options on
Futures Contracts
Futures Contracts.
A futures contract sale creates an obligation by the seller to deliver the type of security or other asset called for in the contract at a specified delivery time for a stated price. A futures contract
purchase creates an obligation by the purchaser to take delivery of the type of security or other asset called for in the contract at a specified delivery time for a stated price. The specific security or other asset delivered or taken at the
settlement date is not determined until on or near that date. The determination is made in accordance with the rules of the exchange on which the futures contract was made. A Fund may enter into futures contracts which are traded on national or
foreign futures exchanges and are standardized as to maturity date and underlying security or other asset. Futures exchanges and trading in the United States are regulated under the CEA by the CFTC, a U.S. Government agency. See
Types of
Investments – Derivatives – CFTC Regulation
below for information on CFTC regulation.
Traders in futures contracts may be broadly
classified as either “hedgers” or “speculators.” Hedgers use the futures markets primarily to offset unfavorable changes (anticipated or potential) in the value of securities or other assets currently owned or expected to be
acquired by them. Speculators less often own the securities or other assets underlying the futures contracts which they trade, and generally use futures contracts with the expectation of realizing profits from fluctuations in the value of the
underlying securities or other assets.
Upon
entering into futures contracts, in compliance with regulatory requirements, cash or liquid securities, equal in value to the amount of a Fund’s obligation under the contract (less any applicable margin deposits and any assets that constitute
“cover” for such obligation), will be segregated with a Fund’s custodian.
Unlike when a Fund purchases or sells a security, no
price is paid or received by a Fund upon the purchase or sale of a futures contract, although a Fund is required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash and/or U.S. Government
securities in order to initiate and maintain open positions in futures contracts. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions,
in that futures contract margin does not involve the borrowing of funds by a Fund to finance the transactions. Rather, initial margin is in the nature of a performance bond or good faith deposit intended to assure completion of the contract
(delivery or acceptance of the underlying security or other asset) that is returned to a Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Minimum initial margin requirements are established by
the relevant futures exchange and may be changed. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin which may range upward from less than 5% of the
value of the contract being traded. Subsequent payments, called “variation margin,” to and from the broker (or the custodian) are made on a daily basis as the price of the underlying security or other asset fluctuates, a process known as
“marking to market.” If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, a change in the contract value
may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made for as long as the contract remains open. A Fund expects to earn interest income on its margin deposits.
Although futures contracts by their terms call for
actual delivery or acceptance of securities or other assets (stock index futures contracts or futures contracts that reference other intangible assets do not permit delivery of the referenced assets), the contracts usually are closed out before the
settlement date without the making or taking of delivery. A Fund may elect to close some or all of its futures positions at any time prior to their expiration. The purpose of taking such action would be to reduce or eliminate the position then
currently held by a Fund. Closing out an open futures position is done by taking an opposite position (“buying” a contract which has previously been “sold,” “selling” a contract previously “purchased”)
in an identical contract (
i.e.
, the same aggregate amount of the specific type of security or other asset with the same delivery date) to terminate the position. Final determinations are made as to whether the
price of the initial sale of the futures contract exceeds or is below the price of the offsetting purchase, or whether the purchase price exceeds or is below the offsetting sale price. Final determinations of variation margin are then made,
additional cash is required to be paid by or released to a Fund, and a Fund realizes a loss or a gain. Brokerage commissions are incurred when a futures contract is bought or sold.
Successful use of futures contracts by a Fund is
subject to its portfolio manager’s ability to predict correctly movements in the direction of interest rates and other factors affecting securities and commodities markets. This requires different skills and techniques than those required to
predict changes in the prices of individual securities. A Fund, therefore, bears the risk that future market trends will be incorrectly predicted.
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The risk of loss in trading futures contracts in
some strategies can be substantial, due both to the relatively low margin deposits required and the potential for an extremely high degree of leverage involved in futures contracts. As a result, a relatively small price movement in a futures
contract may result in an immediate and substantial loss to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would
result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out.
Thus, a purchase or sale of a futures contract may result in losses in excess of the amount posted as initial margin for the contract.
In the event of adverse price movements, a Fund
would continue to be required to make daily cash payments in order to maintain its required margin. In such a situation, if a Fund has insufficient cash, it may have to sell portfolio securities in order to meet daily margin requirements at a time
when it may be disadvantageous to do so. The inability to close the futures position also could have an adverse impact on the ability to hedge effectively.
To reduce or eliminate a hedge position held by a
Fund, a Fund may seek to close out a position. The ability to establish and close out positions will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop or continue to exist for
a particular futures contract, which may limit a Fund’s ability to realize its profits or limit its losses. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading
interest in certain contracts; (ii) restrictions may be imposed by an exchange on opening transactions, closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series
of contracts, or underlying securities; (iv) unusual or unforeseen circumstances, such as volume in excess of trading or clearing capability, may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation
may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of contracts (or a particular class or
series of contracts), in which event the secondary market on that exchange (or in the class or series of contracts) would cease to exist, although outstanding contracts on the exchange that had been issued by a clearing corporation as a result of
trades on that exchange would continue to be exercisable in accordance with their terms.
Interest Rate Futures Contracts.
Bond prices are established in both the cash market and the futures market. In the cash market, bonds are purchased and sold with payment for the full purchase price of the bond being made in cash,
generally within five business days after the trade. In the futures market, a contract is made to purchase or sell a bond in the future for a set price on a certain date. Historically, the prices for bonds established in the futures markets have
tended to move generally in the aggregate in concert with the cash market prices and have maintained fairly predictable relationships. Accordingly, a Fund may use interest rate futures contracts as a defense, or hedge, against anticipated interest
rate changes. A Fund presently could accomplish a similar result to that which it hopes to achieve through the use of interest rate futures contracts by selling bonds with long maturities and investing in bonds with short maturities when interest
rates are expected to increase, or conversely, selling bonds with short maturities and investing in bonds with long maturities when interest rates are expected to decline. However, because of the liquidity that is often available in the futures
market, the protection is more likely to be achieved, perhaps at a lower cost and without changing the rate of interest being earned by a Fund, through using futures contracts.
Interest rate futures contracts are traded in an
auction environment on the floors of several exchanges — principally, the Chicago Board of Trade, the Chicago Mercantile Exchange and the New York Futures Exchange. Each exchange guarantees performance under contract provisions through a
clearing corporation, a nonprofit organization managed by the exchange membership. A public market exists in futures contracts covering various financial instruments including long-term U.S. Treasury Bonds and Notes; GNMA modified pass-through
mortgage backed securities; three-month U.S. Treasury Bills; and ninety-day commercial paper. A Fund may also invest in exchange-traded Eurodollar contracts, which are interest rate futures on the forward level of LIBOR. These contracts are
generally considered liquid securities and trade on the Chicago Mercantile Exchange. Such Eurodollar contracts are generally used to “lock-in” or hedge the future level of short-term rates. A Fund may trade in any interest rate futures
contracts for which there exists a public market, including, without limitation, the foregoing instruments.
Index Futures Contracts.
An index futures contract is a contract to buy or sell units of an index at a specified future date at a price agreed upon when the contract is made. Entering into a contract to buy units of an index
is commonly referred to as buying or purchasing a contract or holding a long position in the index. Entering into a contract to sell units of an index is commonly referred to as selling a contract or holding a short position in the index. A unit is
the current value of the index. A Fund may enter into stock index futures contracts, debt index futures contracts, or other index futures contracts appropriate to its objective(s).
Municipal Bond Index Futures Contracts.
Municipal bond index futures contracts may act as a hedge against changes in market conditions. A municipal bond index assigns values daily to the municipal bonds included in the index based on the
independent assessment of dealer-to-dealer municipal bond brokers. A municipal bond index futures contract represents a firm
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commitment by which two parties agree to take or make delivery of
an amount equal to a specified dollar amount multiplied by the difference between the municipal bond index value on the last trading date of the contract and the price at which the futures contract is originally struck. No physical delivery of the
underlying securities in the index is made.
Commodity-Linked Futures Contracts.
Commodity-linked futures contracts are traded on futures exchanges. These futures exchanges offer a central marketplace in which to transact in futures contracts, a clearing corporation to process
trades, and standardization of expiration dates and contract sizes. Futures markets also specify the terms and conditions of delivery as well as the maximum permissible price movement during a trading session. Additionally, the commodity futures
exchanges may have position limit rules that limit the amount of futures contracts that any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one participant from controlling a
significant portion of the market.
Commodity-linked futures contracts are generally
based upon commodities within six main commodity groups: (1) energy, which includes, among others, crude oil, brent crude oil, gas oil, natural gas, gasoline and heating oil; (2) livestock, which includes, among others, feeder cattle, live cattle
and hogs; (3) agriculture, which includes, among others, wheat (Kansas wheat and Chicago wheat), corn and soybeans; (4) industrial metals, which includes, among others, aluminum, copper, lead, nickel and zinc; and (5) precious metals, which
includes, among others, gold and silver; and (6) softs, which includes cotton, coffee, sugar and cocoa. A Fund may purchase commodity futures contracts, swaps on commodity futures contracts, options on futures contracts and options and futures on
commodity indices with respect to these six main commodity groups and the individual commodities within each group, as well as other types of commodities.
The price of a commodity futures contract will
reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical
commodity that are not obtained by the holder of a futures contract (this is sometimes referred to as the “convenience yield”). To the extent that these storage costs change for an underlying commodity while a Fund is long futures
contracts on that commodity, the value of the futures contract may change proportionately.
In the commodity futures markets, if producers of
the underlying commodity wish to hedge the price risk of selling the commodity, they will sell futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to take the corresponding long side of
the same futures contract, the commodity producer must be willing to sell the futures contract at a price that is below the expected future spot price. Conversely, if the predominant hedgers in the futures market are the purchasers of the underlying
commodity who purchase futures contracts to hedge against a rise in prices, then speculators will only take the short side of the futures contract if the futures price is greater than the expected future spot price of the commodity.
The changing nature of the hedgers and speculators
in the commodity markets will influence whether futures contract prices are above or below the expected future spot price. This can have significant implications for a Fund when it is time to replace an existing contract with a new contract. If the
nature of hedgers and speculators in futures markets has shifted such that commodity purchasers are the predominant hedgers in the market, a Fund might open the new futures position at a higher price or choose other related commodity-linked
investments.
The values of commodities which
underlie commodity futures contracts are subject to additional variables which may be less significant to the values of traditional securities such as stocks and bonds. Variables such as drought, floods, weather, livestock disease, embargoes and
tariffs may have a larger impact on commodity prices and commodity-linked investments, including futures contracts, commodity-linked structured notes, commodity-linked options and commodity-linked swaps, than on traditional securities. These
additional variables may create additional investment risks which subject a Fund’s commodity-linked investments to greater volatility than investments in traditional securities.
Options on Futures Contracts.
A Fund may purchase and write call and put options on those futures contracts that it is permitted to buy or sell. A Fund may use such options on futures contracts in lieu of writing options directly
on the underlying securities or other assets or purchasing and selling the underlying futures contracts. Such options generally operate in the same manner as options purchased or written directly on the underlying investments. A futures option gives
the holder, in return for the premium paid, the right, but not the obligation, to buy from (call) or sell to (put) the writer of the option a futures contract at a specified price at any time during the period of the option. Upon exercise, the
writer of the option is obligated to pay the difference between the cash value of the futures contract and the exercise price. Like the buyer or seller of a futures contract, the holder or writer of an option has the right to terminate its position
prior to the scheduled expiration of the option by selling or purchasing an option of the same series, at which time the person entering into the closing purchase transaction will realize a gain or loss. There is no guarantee that such closing
purchase transactions can be effected.
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A Fund will enter into written options on futures
contracts only when, in compliance with regulatory requirements, it has segregated cash or liquid securities equal in value to the underlying security’s or other asset’s value (less any applicable margin deposits). A Fund will be
required to deposit initial margin and maintenance margin with respect to put and call options on futures contracts written by it pursuant to brokers’ requirements similar to those described above.
Options on Index Futures Contracts.
A Fund may also purchase and sell options on index futures contracts. Options on index futures give the purchaser the right, in return for the premium paid, to assume a position in an index futures
contract (a long position if the option is a call and a short position if the option is a put), at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the
writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the index futures contract, at
exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the index future. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to the difference between the exercise price of the option and the closing level of the index on which the future is based on the expiration date. Purchasers of options who fail to exercise their options prior to the
exercise date suffer a loss of the premium paid.
Options on Stocks, Stock Indices and Other Indices.
A Fund may purchase and write (
i.e.
, sell) put and call options. Such options may relate to
particular stocks or stock indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation (OCC). Stock index options are put options and call options on various
stock indices. In most respects, they are identical to listed options on common stocks.
There is a key difference between stock options and
index options in connection with their exercise. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the
index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than (in the case of a call) or less than (in the case of a put) the exercise price
of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market
value of the securities included in the index. For example, some stock index options are based on a broad market index, such as the S&P 500
®
Index or a narrower market index, such as
the S&P 100
®
Index. Indices may also be based on an industry or market segment.
A Fund may, for the purpose of hedging its
portfolio, subject to applicable securities regulations, purchase and write put and call options on foreign stock indices listed on foreign and domestic stock exchanges.
As an alternative to purchasing call and put options
on index futures, a Fund may purchase call and put options on the underlying indices themselves. Such options could be used in a manner identical to the use of options on index futures. Options involving securities indices provide the holder with
the right to make or receive a cash settlement upon exercise of the option based on movements in the relevant index. Such options must be listed on a national securities exchange and issued by the OCC. Such options may relate to particular
securities or to various stock indices, except that a Fund may not write covered options on an index.
Writing Covered Options.
A Fund may write covered call options and covered put options on securities held in its portfolio. Call options written by a Fund give the purchaser the right to buy the underlying securities from a
Fund at the stated exercise price at any time prior to the expiration date of the option, regardless of the security’s market price; put options give the purchaser the right to sell the underlying securities to a Fund at the stated exercise
price at any time prior to the expiration date of the option, regardless of the security’s market price.
A Fund may write covered options, which means that,
so long as a Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option (or comparable securities satisfying the cover requirements of securities exchanges). In the case of put options, a Fund will
hold liquid assets equal to the price to be paid if the option is exercised. In addition, a Fund will be considered to have covered a put or call option if and to the extent that it holds an option that offsets some or all of the risk of the option
it has written. A Fund may write combinations of covered puts and calls (straddles) on the same underlying security.
A Fund will receive a premium from writing a put or
call option, which increases a Fund’s return on the underlying security if the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the
current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the
underlying security. By writing a call option, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option but continues to bear the risk of a
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decline in the value of the underlying security. By writing a put
option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than the security’s then-current market value, resulting in a potential capital loss unless the security subsequently
appreciates in value.
A Fund’s
obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated prior to the expiration date of the option by a Fund’s execution of a closing
purchase transaction, which is effected by purchasing on an exchange an offsetting option of the same series (
i.e.
, same underlying instrument, exercise price and expiration date) as the option previously
written. A closing purchase transaction will ordinarily be effected in order to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the
writing of a new option containing different terms on such underlying instrument. A Fund realizes a profit or loss from a closing purchase transaction if the cost of the transaction (option premium plus transaction costs) is less or more than the
premium received from writing the option. Because increases in the market price of a call option generally reflect increases in the market price of the security underlying the option, any loss resulting from a closing purchase transaction may be
offset in whole or in part by unrealized appreciation of the underlying security.
If a Fund writes a call option but does not own the
underlying security, and when it writes a put option, a Fund may be required to deposit cash or securities with its broker as “margin” or collateral for its obligation to buy or sell the underlying security. As the value of the
underlying security varies, a Fund may also have to deposit additional margin with the broker. Margin requirements are complex and are fixed by individual brokers, subject to minimum requirements currently imposed by the Federal Reserve Board and by
stock exchanges and other self-regulatory organizations.
Purchasing Put Options.
A Fund may purchase put options to protect its portfolio holdings in an underlying security against a decline in market value. Such hedge protection is provided during the life of the put option since
a Fund, as holder of the put option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security’s market price. For a put option to be profitable, the market price of the underlying
security must decline sufficiently below the exercise price to cover the premium and transaction costs. By using put options in this manner, a Fund will reduce any profit it might otherwise have realized from appreciation of the underlying security
by the premium paid for the put option and by transaction costs.
Purchasing Call Options.
A Fund may purchase call options, including call options to hedge against an increase in the price of securities that a Fund wants ultimately to buy. Such hedge protection is provided during the life
of the call option since a Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security’s market price. In order for a call option to be profitable, the
market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit a Fund might have realized had it bought the underlying security at the time it
purchased the call option.
Over-the-Counter (OTC) Options.
OTC options (options not traded on exchanges) are generally established through negotiation with the other party to the options contract. A Fund will enter into OTC options transactions only with
primary dealers in U.S. Government securities and, in the case of OTC options written by a Fund, only pursuant to agreements that will assure that a Fund will at all times have the right to repurchase the option written by it from the dealer at a
specified formula price. A Fund will treat the amount by which such formula price exceeds the amount, if any, by which the option may be “in-the-money” as an illiquid investment. It is the present policy of a Fund not to enter into any
OTC option transaction if, as a result, more than 15% (10% in some cases; refer to your Fund’s prospectuses) of a Fund’s net assets would be invested in (i) illiquid investments (determined under the foregoing formula) relating to OTC
options written by a Fund, (ii) OTC options purchased by a Fund, (iii) securities which are not readily marketable, and (iv) repurchase agreements maturing in more than seven days.
Swap Agreements
Swap agreements are derivative instruments that can be individually
negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund’s exposure to long- or short-term interest rates,
foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. A Fund may enter into a variety of swap agreements, including interest rate, index, commodity, commodity futures,
equity, equity index, credit default, bond futures, total return, portfolio and currency exchange rate swap agreements, and other types of swap agreements such as caps, collars and floors. A Fund also may enter into swaptions, which are options to
enter into a swap agreement.
Swap agreements
are usually entered into without an upfront payment because the value of each party’s position is the same. The market values of the underlying commitments will change over time, resulting in one of the commitments being worth more than the
other and the net market value creating a risk exposure for one party or the other.
In a typical interest rate swap, one party agrees to
make regular payments equal to a floating interest rate times a “notional principal amount,” in return for payments equal to a fixed rate times the same amount, for a specified period of time. If a swap agreement provides for payments in
different currencies, the parties might agree to exchange notional principal amounts as well.
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In a total return swap agreement, the non-floating rate side of the
swap is based on the total return of an individual security, a basket of securities, an index or another reference asset. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party
agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. Caps and floors have an effect similar to buying or writing
options. A collar combines elements of buying a cap and selling a floor. In interest rate collar transactions, one party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding
given minimum or maximum levels or collar amounts.
Swap agreements will tend to shift a Fund’s
investment exposure from one type of investment to another. For example, if a Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease a Fund’s exposure to long-term interest
rates. Another example is if a Fund agreed to exchange payments in dollars for payments in foreign currency. In that case, the swap agreement would tend to decrease a Fund’s exposure to U.S. interest rates and increase its exposure to foreign
currency and interest rates.
Because swaps are
two-party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If a swap is not liquid, it may not
be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.
Moreover, a Fund bears the risk of loss of the
amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. When a counterparty’s obligations are not fully secured by collateral, then the Fund is essentially an unsecured
creditor of the counterparty. If the counterparty defaults, the Fund will have contractual remedies, but there is no assurance that a counterparty will be able to meet its obligations pursuant to such contracts or that, in the event of default, the
Fund will succeed in enforcing contractual remedies. Counterparty risk still exists even if a counterparty’s obligations are secured by collateral because the Fund’s interest in collateral may not be perfected or additional collateral
may not be promptly posted as required. Counterparty risk also may be more pronounced if a counterparty’s obligations exceed the amount of collateral held by the Fund (if any), the Fund is unable to exercise its interest in collateral upon
default by the counterparty, or the termination value of the instrument varies significantly from the marked-to-market value of the instrument.
Counterparty risk with respect to derivatives will
be affected by new rules and regulations affecting the derivatives market. Some derivatives transactions are required to be centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and
the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivative transaction. Credit risk of market participants with respect to derivatives that are centrally cleared is
concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A clearing member is obligated by
contract and by applicable regulation to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing member’s proprietary assets. However, all funds and other property received by a clearing
broker from its customers are generally held by the clearing broker on a commingled basis in an omnibus account, and the clearing member may invest those funds in certain instruments permitted under the applicable regulations. The assets of a Fund
might not be fully protected in the event of the bankruptcy of a Fund’s clearing member, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s customers
for a relevant account class. Also, the clearing member is required to transfer to the clearing organization the amount of margin required by the clearing organization for cleared derivatives, which amounts are generally held in an omnibus account
at the clearing organization for all customers of the clearing member. Regulations promulgated by the CFTC require that the clearing member notify the clearing house of the amount of initial margin provided by the clearing member to the clearing
organization that is attributable to each customer. However, if the clearing member does not provide accurate reporting, the Funds are subject to the risk that a clearing organization will use a Fund’s assets held in an omnibus account at the
clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. In addition, clearing members generally provide to the clearing organization the net amount of variation margin
required for cleared swaps for all of its customers in the aggregate, rather than the gross amount of each customer. The Funds are therefore subject to the risk that a clearing organization will not make variation margin payments owed to a Fund if
another customer of the clearing member has suffered a loss and is in default, and the risk that a Fund will be required to provide additional variation margin to the clearing house before the clearing house will move the Fund’s cleared
derivatives transactions to another clearing member. In addition, if
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a clearing member does not comply with the applicable regulations
or its agreement with the Funds, or in the event of fraud or misappropriation of customer assets by a clearing member, a Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the
clearing member.
Interest Rate Swaps.
Interest rate swap agreements are often used to obtain or preserve a desired return or spread at a lower cost than through a direct investment in an instrument that yields the desired return or spread.
They are financial instruments that involve the exchange of one type of interest rate cash flow for another type of interest rate cash flow on specified dates in the future. In a standard interest rate swap transaction, two parties agree to exchange
their respective commitments to pay fixed or floating interest rates on a predetermined specified (notional) amount. The swap agreement’s notional amount is the predetermined basis for calculating the obligations that the swap counterparties
have agreed to exchange. Under most swap agreements, the obligations of the parties are exchanged on a net basis. The two payment streams are netted out, with each party receiving or paying, as the case may be, only the net amount of the two
payments. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, Treasury rates and foreign interest rates.
Credit Default Swap Agreements.
A Fund may enter into credit default swap agreements, which may have as reference obligations one or more securities or a basket of securities that are or are not currently held by a Fund. The
protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default,
on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference
entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in a credit default swap. If a Fund is a buyer and no credit event occurs, a
Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable
obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the
seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.
Credit default swap agreements may involve greater
risks than if a Fund had invested in the reference obligation directly since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into
credit default swap agreements generally with counterparties that meet certain standards of creditworthiness. A buyer generally will lose its investment and recover nothing if no credit event occurs and the swap is held to its termination date. If a
credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of
value to the seller.
A Fund’s
obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or “earmark” cash or
other liquid assets, or enter into certain offsetting positions, with a value at least equal to the Fund’s exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a mark-to-market basis. In connection with credit
default swaps in which a Fund is the seller, the Fund will segregate or “earmark” cash or other liquid assets, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts
owed to the Fund). Such segregation or “earmarking” will ensure that a Fund has assets available to satisfy its obligations with respect to the transaction. Such segregation or “earmarking” will not limit a Fund’s
exposure to loss.
Equity Swaps.
A Fund may engage in equity swaps. Equity swaps allow the parties to the swap agreement to exchange components of return on one equity investment (
e.g.
, a basket of equity securities or an index) for a component of return on another non-equity or equity investment, including an exchange of differential rates of return. Equity swaps may be used to
invest in a market without owning or taking physical custody of securities in circumstances where direct investment may be restricted for legal reasons or is otherwise impractical. Equity swaps also may be used for other purposes, such as hedging or
seeking to increase total return.
Total
Return Swap Agreements.
Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying
the contract, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying
assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to
a Fund’s portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.
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Total return swap agreements are subject to the risk
that a counterparty will default on its payment obligations to a Fund thereunder, and conversely, that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis (
i.e.
, the two payment streams are netted against one another with a Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of a Fund’s
obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of liquid assets having an aggregate net asset value at least equal to the accrued excess will be segregated by a Fund. If the
total return swap transaction is entered into on other than a net basis, the full amount of a Fund’s obligations will be accrued on a daily basis, and the full amount of a Fund’s obligations will be segregated by a Fund in an amount
equal to or greater than the market value of the liabilities under the total return swap agreement or the amount it would have cost a Fund initially to make an equivalent direct investment, plus or minus any amount a Fund is obligated to pay or is
to receive under the total return swap agreement.
Variance, Volatility and Correlation Swap Agreements.
Variance and volatility swaps are contracts that provide exposure to increases or decreases in the volatility of certain referenced assets. Correlation swaps are contracts that provide exposure to
increases or decreases in the correlation between the prices of different assets or different market rates.
Commodity-Linked Swaps.
Commodity-linked swaps are two-party contracts in which the parties agree to exchange the return or interest rate on one instrument for the return of a particular commodity, commodity index or
commodities futures or options contract. The payment streams are calculated by reference to an agreed upon notional amount. A one-period swap contract operates in a manner similar to a forward or futures contract because there is an agreement to
swap a commodity for cash at only one forward date. A Fund may engage in swap transactions that have more than one period and therefore more than one exchange of commodities.
A Fund may invest in total return commodity swaps to
gain exposure to the overall commodity markets. In a total return commodity swap, a Fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the
commodity swap is for one period, the Fund will pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, the Fund will pay an adjustable or floating fee.
With a “floating” rate, the fee is pegged to a base rate such as LIBOR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a Fund may be required to pay a higher fee at each swap reset
date.
Cross Currency Swaps.
Cross currency swaps are similar to interest rate swaps, except that they involve multiple currencies. A Fund may enter into a cross currency swap when it has exposure to one currency and desires
exposure to a different currency. Typically, the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal
amounts are exchanged at the beginning of the contract and returned at the end of the contract. In addition to paying and receiving amounts at the beginning and termination of the agreements, both sides will have to pay in full periodically based
upon the currency they have borrowed. Changes in foreign exchange currency rates and changes in interest rates, as described above, may negatively affect currency swaps.
Contracts for Differences.
Contracts for differences are swap arrangements in which the parties agree that their return (or loss) will be based on the relative performance of two different groups or baskets of securities. Often,
one or both baskets will be an established securities index. A Fund’s return will be based on changes in value of theoretical long futures positions in the securities comprising one basket (with an aggregate face value equal to the notional
amount of the contract for differences) and theoretical short futures positions in the securities comprising the other basket. A Fund also may use actual long and short futures positions and achieve similar market exposure by netting the payment
obligations of the two contracts. A Fund typically enters into contracts for differences (and analogous futures positions) when its portfolio manager believes that the basket of securities constituting the long position will outperform the basket
constituting the short position. If the short basket outperforms the long basket, a Fund will realize a loss — even in circumstances when the securities in both the long and short baskets appreciate in value.
Swaptions.
A swaption is an options contract on a swap agreement. These transactions give a party the right (but not the obligation) to enter into new swap agreements or to shorten, extend, cancel or otherwise
modify an existing swap agreement (which are described herein) at some designated future time on specified terms, in return for payment of the purchase price (the “premium”) of the option. A Fund may write (sell) and purchase put and
call swaptions to the same extent it may make use of standard options on securities or other instruments. The writer of the contract receives the premium and bears the risk of unfavorable changes in the market value on the underlying swap agreement.
Swaptions can be bundled and sold as a package. These are commonly called interest rate caps, floors and collars (which are described herein).
Many swaps are complex and often valued
subjectively. Many over-the-counter derivatives are complex and their valuation often requires modeling and judgment, which increases the risk of mispricing or incorrect valuation. The pricing models used may not produce valuations that are
consistent with the values the Fund realizes when it closes or sells an over-the-counter derivative. Valuation risk is more pronounced when the Fund enters into over-the-counter derivatives with specialized terms because the
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market value of those derivatives in some cases is determined in
part by reference to similar derivatives with more standardized terms. Incorrect valuations may result in increased cash payment requirements to counterparties, undercollateralization and/or errors in calculation of the Fund’s net asset
value.
Title VII of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the “Dodd-Frank Act”) established a framework for the regulation of OTC swap markets; the framework outlined the joint responsibility of the CFTC and the SEC in regulating swaps. The CFTC is
responsible for the regulation of swaps, the SEC is responsible for the regulation of security-based swaps and they are both jointly responsible for the regulation of mixed swaps.
Risk of Potential Governmental Regulation of
Derivatives
It is possible that government regulation of
various types of derivative instruments, including futures and swap agreements, may limit or prevent the Funds from using such instruments as a part of their investment strategy, and could ultimately prevent the Funds from being able to achieve
their investment objectives. The effects of present or future legislation and regulation in this area are not known, but the effects could be substantial and adverse.
The futures markets are subject to comprehensive
statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative
position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
The regulation of swaps and futures transactions in
the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in a Fund or the
ability of a Fund to continue to implement its investment strategies. In particular, the Dodd-Frank Act, which was signed into law in July 2010, will change the way in which the U.S. financial system is supervised and regulated. Title VII of the
Dodd-Frank Act sets forth a new legislative framework for OTC derivatives, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC
and the CFTC to regulate OTC derivatives and market participants, and will require clearing of many OTC derivatives transactions.
Additional Risk Factors in Cleared Derivatives
Transactions
Under recently adopted rules and regulations,
transactions in some types of swaps (including interest rate swaps and credit default swaps on North American and European indices) are required to be centrally cleared. In a transaction involving those swaps (“cleared derivatives”), a
Fund’s counterparty is a clearing house, rather than a bank or broker. Since the Funds are not members of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the
Funds will hold cleared derivatives through accounts at clearing members. In a cleared derivatives transaction, the Funds will make payments (including margin payments) to and receive payments from a clearing house through their accounts at clearing
members. Clearing members guarantee performance of their clients’ obligations to the clearing house.
In many ways, centrally cleared derivative
arrangements are less favorable to mutual funds than bilateral arrangements. For example, the Funds may be required to provide greater amounts of margin for cleared derivatives positions than for bilateral derivatives transactions. Also, in contrast
to a bilateral derivatives position, following a period of notice to a Fund, a clearing member generally can require termination of an existing cleared derivatives position at any time or increases in margin requirements above the margin that the
clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination
of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the ability of a Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could also expose
a Fund to greater credit risk to its clearing member, because margin for cleared derivatives transactions in excess of clearing house’s margin requirements typically is held by the clearing member. Also, a Fund is subject to risk if it enters
into a derivatives transaction that is required to be cleared (or that the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund’s behalf. While the documentation in place between the
Funds and their clearing members generally provides that the clearing members will accept for clearing all transactions submitted for clearing that are within credit limits (specified in advance) for each Fund, the Funds are still subject to the
risk that no clearing member will be willing or able to clear a transaction. In those cases, the position might have to be terminated, and the Fund could lose some or all of the benefit of the position, including loss of an increase in the value of
the position and/or loss of hedging protection. In addition, the documentation governing the relationship between the Funds and clearing members is developed by the clearing members and generally is less favorable to the Funds than typical bilateral
derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Funds in favor of the clearing member for losses the clearing member incurs as the Funds’ clearing member and
typically does not provide the Funds any remedies if the clearing member defaults or becomes insolvent. While futures contracts entail similar risks, the risks likely are more pronounced for cleared swaps due to their more limited liquidity and
market history.
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Some types of cleared derivatives are required to be
executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform.
While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Funds. For example, swap execution facilities
typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, a Fund may indemnify a swap execution facility, or a broker intermediary who
executes cleared derivatives on a swap execution facility on the Fund’s behalf, against any losses or costs that may be incurred as a result of the Fund’s transactions on the swap execution facility.
These and other new rules and regulations could,
among other things, further restrict a Fund’s ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital
requirements, or otherwise limiting liquidity or increasing transaction costs. These regulations are new and evolving, so their potential impact on the Funds and the financial system are not yet known. While the new regulations and the central
clearing of some derivatives transactions are designed to reduce systemic risk (
i.e.
, the risk that the interdependence of large derivatives dealers could cause a number of those dealers to suffer liquidity,
solvency or other challenges simultaneously), there is no assurance that the new clearing mechanisms will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Funds to new kinds of risks and
costs.
CFTC Regulation
Neither the Investment Manager nor the Funds are subject to dual
regulation by the SEC and the CFTC. Compliance with the CFTC’s new regulatory requirements could increase Fund expenses, adversely affecting a Fund’s total return.
Each of the other Funds listed on the cover of this
SAI qualifies for an exclusion from the definition of a commodity pool under the CEA and has filed a notice of exclusion under CFTC Rule 4.5. Accordingly, the Investment Manager is not subject to registration or regulation as a “commodity pool
operator” under the CEA with respect to these Funds. To remain eligible for the exclusion, each of these Funds is limited in its ability to use certain financial instruments regulated under the CEA (“commodity interests”),
including futures and options on futures and certain swaps transactions. In the event that a Fund’s investments in commodity interests are not within the thresholds set forth in the exclusion, the Investment Manager may be required to register
as a “commodity pool operator” with the CFTC with respect to that Fund. The Investment Manager’s eligibility to claim the exclusion with respect to a Fund will be based upon, among other things, the level and scope of a
Fund’s investments in commodity interests, the purposes of such investments and the manner in which the Fund holds out its use of commodity interests. Each such Fund’s ability to invest in commodity interests (including, but not limited
to, futures and swaps on broad-based securities indexes and interest rates) is limited by the Investment Manager’s intention to operate the Fund in a manner that would permit the Investment Manager to continue to claim the exclusion under CFTC
Rule 4.5, which may adversely affect the Fund’s total return. In the event the Investment Manager becomes unable to rely on the exclusion in Rule 4.5 and is required to register with the CFTC as a commodity pool operator with respect to a
Fund, the Fund’s expenses may increase, adversely affecting that Fund’s total return.
Dollar Rolls
Dollar rolls involve selling securities (
e.g.
, mortgage-backed securities or U.S. Treasury securities) and simultaneously entering into a commitment to purchase those or similar securities on a specified future date and price from the same party. Mortgage
dollar rolls and U.S. Treasury rolls are types of dollar rolls. A Fund foregoes principal and interest paid on the securities during the “roll” period. A Fund is compensated by the difference between the current sales price and the lower
forward price for the future purchase of the securities, as well as the interest earned on the cash proceeds of the initial sale. The investor also could be compensated through the receipt of fee income equivalent to a lower forward price.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with mortgage dollar rolls include: Counterparty Risk, Credit Risk and Interest Rate Risk.
Equity-Linked Notes
An equity-linked note (ELN) is a debt instrument whose value is
based on the value of a single equity security, basket of equity securities or an index of equity securities (each, an Underlying Equity). An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an
Underlying Equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, including Rule 144A securities. The Fund may also purchase ELNs in a privately negotiated transaction with the
issuer of the ELNs (or its broker-dealer affiliate). The Fund may or may not hold an ELN until its maturity.
Equity-linked securities also include issues such as
Structured Yield Product Exchangeable for Stock (STRYPES), Trust Automatic Common Exchange Securities (TRACES), Trust Issued Mandatory Exchange Securities (TIMES) and Trust Enhanced Dividend Securities (TRENDS). The issuers of these equity-linked
securities generally purchase and hold a portfolio
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of stripped U.S. Treasury securities maturing on a quarterly basis
through the conversion date, and a forward purchase contract with an existing shareholder of the company relating to the common stock. Quarterly distributions on such equity-linked securities generally consist of the cash received from the U.S.
Treasury securities and such equity-linked securities generally are not entitled to any dividends that may be declared on the common stock.
Eurodollar and Yankee Dollar and Related Derivatives
Instruments
Eurodollar instruments are bonds that pay
interest and principal in U.S. dollars held in banks outside the United States, primarily in Europe. Eurodollar instruments are usually issued on behalf of multinational companies and foreign governments by large underwriting groups composed of
banks and issuing houses from many countries. Yankee Dollar instruments are U.S. dollar-denominated bonds issued in the United States by foreign banks and corporations. These investments involve risks that are different from investments in
securities issued by U.S. issuers.
Eurodollar
futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund may use Eurodollar futures contracts and options thereon to hedge against changes in the LIBOR, to which
many interest rate swaps and fixed income instruments are linked.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with Eurodollar and Yankee Dollar instruments include: Credit Risk, Foreign Securities Risk, Interest Rate Risk and Issuer Risk.
Foreign Currency Transactions
Because investments in foreign securities usually involve
currencies of foreign countries and because a Fund may hold cash and cash equivalent investments in foreign currencies, the value of a Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency
exchange rates and exchange control regulations. Also, a Fund may incur costs in connection with conversions between various currencies. Currency exchange rates may fluctuate significantly over short periods of time, causing a Fund’s NAV to
fluctuate. Currency exchange rates are generally determined by the forces of supply and demand in the foreign exchange markets, actual or anticipated changes in interest rates, and other complex factors. Currency exchange rates also can be affected
by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments.
Spot Rates and Derivative Instruments
.
A Fund may conduct its foreign currency exchange transactions either at the spot (cash) rate prevailing in the foreign currency exchange market or by entering
into forward foreign currency exchange contracts (forward contracts). (See
Types of Investments – Derivatives
.) These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such derivative
instruments, a Fund could be disadvantaged by having to deal in the odd lot market for the underlying foreign currencies at prices that are less favorable than for round lots.
A Fund may enter into forward contracts for a
variety of reasons, including for risk management (hedging) or for investment purposes.
When a Fund enters into a contract for the purchase
or sale of a security denominated in a foreign currency or has been notified of a dividend or interest payment, it may desire to lock in the price of the security or the amount of the payment, usually in U.S. dollars, although it could desire to
lock in the price of the security in another currency. By entering into a forward contract, a Fund would be able to protect itself against a possible loss resulting from an adverse change in the relationship between different currencies from the
date the security is purchased or sold to the date on which payment is made or received or when the dividend or interest is actually received.
A Fund may enter into forward contracts when
management of the Fund believes the currency of a particular foreign country may decline in value relative to another currency. When selling currencies forward in this fashion, a Fund may seek to hedge the value of foreign securities it holds
against an adverse move in exchange rates. The precise matching of forward contract amounts and the value of securities involved generally will not be possible since the future value of securities in foreign currencies more than likely will change
between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movements is extremely difficult and successful execution of a short-term hedging strategy is highly uncertain.
This method of protecting the value of a
Fund’s securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange that can be achieved at some point in time. Although forward
contracts can be used to minimize the risk of loss due to a decline in value of hedged currency, they will also limit any potential gain that might result should the value of such currency increase.
A Fund may also enter into forward contracts when
the Fund’s portfolio manager believes the currency of a particular country will increase in value relative to another currency. A Fund may buy currencies forward to gain exposure to a currency without incurring the additional costs of
purchasing securities denominated in that currency.
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For example, the combination of U.S.
dollar-denominated instruments with long forward currency exchange contracts creates a position economically equivalent to a position in the foreign currency, in anticipation of an increase in the value of the foreign currency against the U.S.
dollar. Conversely, the combination of U.S. dollar-denominated instruments with short forward currency exchange contracts is economically equivalent to borrowing the foreign currency for delivery at a specified date in the future, in anticipation of
a decrease in the value of the foreign currency against the U.S. dollar.
Unanticipated changes in the currency exchange
results could result in poorer performance for Funds that enter into these types of transactions.
A Fund may designate cash or securities in an amount
equal to the value of the Fund’s total assets committed to consummating forward contracts entered into under the circumstance set forth above. If the value of the securities declines, additional cash or securities will be designated on a daily
basis so that the value of the cash or securities will equal the amount of the Fund’s commitments on such contracts.
At maturity of a forward contract, a Fund may either
deliver (if a contract to sell) or take delivery of (if a contract to buy) the foreign currency or terminate its contractual obligation by entering into an offsetting contract with the same currency trader, having the same maturity date, and
covering the same amount of foreign currency.
If a Fund engages in an offsetting transaction, it
will incur a gain or loss to the extent there has been movement in forward contract prices. If a Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to buy or sell the foreign currency.
Although a Fund values its assets each business day
in terms of U.S. dollars, it may not intend to convert its foreign currencies into U.S. dollars on a daily basis. However, it will do so from time to time, and such conversions involve certain currency conversion costs. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on the difference (spread) between the prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while
offering a lesser rate of exchange should a Fund desire to resell that currency to the dealer.
It is possible, under certain circumstances,
including entering into forward currency contracts for investment purposes, that a Fund will be required to limit or restructure its forward contract currency transactions to qualify as a “regulated investment company” under the Internal
Revenue Code.
Options on Foreign Currencies.
A Fund may buy put and call options and write covered call and cash-secured put options on foreign currencies for hedging purposes and to gain exposure to foreign currencies. For example, a decline in
the dollar value of a foreign currency in which securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against the diminutions in the value of
securities, a Fund may buy put options on the foreign currency. If the value of the currency does decline, a Fund would have the right to sell the currency for a fixed amount in dollars and would thereby offset, in whole or in part, the adverse
effect on its portfolio that otherwise would have resulted.
Conversely, where a change in the dollar value of a
currency would increase the cost of securities a Fund plans to buy, or where a Fund would benefit from increased exposure to the currency, a Fund may buy call options on the foreign currency, giving it the right to purchase the currency for a fixed
amount in dollars. The purchase of the options could offset, at least partially, the changes in exchange rates.
As in the case of other types of options, however,
the benefit to a Fund derived from purchases of foreign currency options would be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent
anticipated, a Fund could sustain losses on transactions in foreign currency options that would require it to forego a portion or all of the benefits of advantageous changes in rates.
A Fund may write options on foreign currencies for
similar purposes. For example, when a Fund anticipates a decline in the dollar value of foreign-denominated securities due to adverse fluctuations in exchange rates, it could, instead of purchasing a put option, write a call option on the relevant
currency, giving the option holder the right to purchase that currency from the Fund for a fixed amount in dollars. If the expected decline occurs, the option would most likely not be exercised and the diminution in value of securities would be
offset, at least partially, by the amount of the premium received.
Similarly, instead of purchasing a call option when
a foreign currency is expected to appreciate, a Fund could write a put option on the relevant currency, giving the option holder the right to that currency from the Fund for a fixed amount in dollars. If rates move in the manner projected, the put
option would expire unexercised and allow the Fund to hedge increased cost up to the amount of the premium.
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As in the case of other types of options, however,
the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If this does not occur, the option may be exercised and the Fund would be required to
buy or sell the underlying currency at a loss that may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the Fund also may be required to forego all or a portion of the benefits that might otherwise
have been obtained from favorable movements on exchange rates.
An option written on foreign currencies is covered
if a Fund holds currency sufficient to cover the option or has an absolute and immediate right to acquire that currency without additional cash consideration upon conversion of assets denominated in that currency or exchange of other currency held
in its portfolio. An option writer could lose amounts substantially in excess of its initial investments, due to the margin and collateral requirements associated with such positions.
Options on foreign currencies are traded through
financial institutions acting as market-makers, although foreign currency options also are traded on certain national securities exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange, subject to SEC regulation. In
an over-the-counter trading environment, many of the protections afforded to exchange participants will not be available. For example, there are no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the purchaser of an option cannot lose more than the amount of the premium plus related transaction costs, this entire amount could be lost.
Foreign currency option positions entered into on a
national securities exchange are cleared and guaranteed by the OCC, thereby reducing the risk of counterparty default. Further, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the
over-the-counter market, potentially permitting a Fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements.
Foreign Currency Futures and Related Options.
A Fund may enter into currency futures contracts to buy or sell currencies. It also may buy put and call options and write covered call and cash-secured put options on currency futures. Currency
futures contracts are similar to currency forward contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures call for payment of delivery in
U.S. dollars. A Fund may use currency futures for the same purposes as currency forward contracts, subject to CFTC limitations.
Currency futures and options on futures values can
be expected to correlate with exchange rates, but will not reflect other factors that may affect the value of the Fund’s investments. A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will
not protect a Fund against price decline if the issuer’s creditworthiness deteriorates. Because the value of a Fund’s investments denominated in foreign currency will change in response to many factors other than exchange rates, it may
not be possible to match the amount of a forward contract to the value of a Fund’s investments denominated in that currency over time.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with foreign currency transactions include: Foreign Currency Risk, Derivatives Risk, Interest Rate Risk, and Liquidity Risk.
Foreign Securities
Unless otherwise stated in a Fund’s prospectus, stocks, bonds
and other securities or investments are deemed to be “foreign” based primarily on the issuer’s place of organization/incorporation, but the Fund may also consider the issuer’s domicile, its principal place of business, its
primary stock exchange listing, the source of its revenue or other factors. A Fund’s investments in foreign markets, may include issuers in emerging markets, as well as frontier markets, each of which carry heightened risks as compared with
investments in other typical foreign markets. Frontier market countries generally have smaller economies and even less developed capital markets than typical emerging market countries (which themselves have increased investment risk relative to
investing in more developed markets) and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. Foreign securities may be structured as fixed-, variable- or floating-rate obligations or as
zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments
– Zero-Coupon, Pay-in-Kind and Step-Coupon Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Due to the potential for foreign withholding taxes,
MSCI publishes two versions of its indices reflecting the reinvestment of dividends using two different methodologies: gross dividends and net dividends. While both versions reflect reinvested dividends, they differ with respect to the manner in
which taxes associated with dividend payments are treated. In calculating the net dividends version, MSCI incorporates reinvested dividends applying the withholding tax rate applicable to foreign non-resident institutional investors that do not
benefit from double taxation treaties. The Investment Manager believes that the net dividends version of MSCI indices better reflects the returns U.S. investors might expect were they to invest directly in the component securities of an MSCI
index.
There is a practice in certain foreign
markets under which an issuer’s securities are blocked from trading at the custodian or sub-custodian level for a specified number of days before and, in certain instances, after a shareholder meeting where such shares are voted. This is
referred to as “share blocking”. The blocking period can last up to several weeks. Share blocking may prevent a
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Fund from buying or selling securities during this period, because
during the time shares are blocked, trades in such securities will not settle. It may be difficult or impossible to lift blocking restrictions, with the particular requirements varying widely by country. As a consequence of these restrictions, the
Investment Manager, on behalf of a Fund, may abstain from voting proxies in markets that require share blocking.
Foreign securities may include depositary receipts,
such as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs are U.S. dollar-denominated receipts issued in registered form by a domestic bank or trust company that evidence ownership
of underlying securities issued by a foreign issuer. EDRs are foreign currency-denominated receipts issued in Europe, typically by foreign banks or trust companies and foreign branches of domestic banks, that evidence ownership of foreign or
domestic securities. GDRs are receipts structured similarly to ADRs and EDRs and are marketed globally. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. In general, ADRs, in registered
form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Fund
may invest in depositary receipts through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no
obligation to distribute interest holder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. The issuers of unsponsored depositary
receipts are not obligated to disclose material information in the United States, and, therefore, there may be limited information available regarding such issuers and/or limited correlation between available information and the market value of the
depositary receipts.
Although one or more of
the other risks described in this SAI may also apply, the risks typically associated with foreign securities include: Emerging Markets Securities Risk, Foreign Currency Risk, Foreign Securities Risk, Frontier Market Risk, Geographic Concentration
Risk, Issuer Risk and Market Risk.
Guaranteed
Investment Contracts (Funding Agreements)
Guaranteed
investment contracts, or funding agreements, are short-term, privately placed debt instruments issued by insurance companies. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of the insurance company’s general
account. The insurance company then credits to a Fund payments at negotiated, floating or fixed interest rates. A Fund will purchase guaranteed investment contracts only from issuers that, at the time of purchase, meet certain credit and quality
standards. In general, guaranteed investment contracts are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market does not exist for these investments. In addition, the issuer may not
be able to pay the principal amount to a Fund on seven days’ notice or less, at which time the investment may be considered illiquid under applicable SEC regulatory guidance and subject to certain restrictions. See
Types of Investments
– Illiquid Securities
.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with guaranteed investment contracts (funding agreements) include: Credit Risk and Liquidity Risk.
High-Yield Securities
High-yield, or low and below investment grade securities (below
investment grade securities are also known as “junk bonds”) are debt securities with the lowest investment grade rating (
e.g.
, BBB by S&P and Fitch or Baa by Moody’s), that are below
investment grade (
e.g.
, lower than BBB by S&P and Fitch or Baa by Moody’s) or that are unrated but determined by a Fund’s portfolio manager to be of comparable quality. These types of
securities may be issued to fund corporate transactions or restructurings, such as leveraged buyouts, mergers, acquisitions, debt reclassifications or similar events, are more speculative in nature than securities with higher ratings and tend to be
more sensitive to credit risk, particularly during a downturn in the economy. These types of securities generally are issued by unseasoned companies without long track records of sales and earnings, or by companies or municipalities that have
questionable credit strength. High-yield securities and comparable unrated securities: (i) likely will have some quality and protective characteristics that, in the judgment of one or more NRSROs, are outweighed by large uncertainties or major risk
exposures to adverse conditions; (ii) are speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation; and (iii) may have a less liquid secondary market, potentially
making it difficult to value or sell such securities. Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of
lower-quality securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer
that affect the market value of the securities. Consequently, credit ratings are used only as a preliminary indicator of investment quality. High-yield securities may be structured as fixed-, variable- or floating-rate obligations or as
zero-coupon,
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pay-in-kind and step-coupon securities and may be privately placed
or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
The rates of return on these types of securities
generally are higher than the rates of return available on more highly rated securities, but generally involve greater volatility of price and risk of loss of principal and income, including the possibility of default by or insolvency of the issuers
of such securities. Accordingly, a Fund may be more dependent on the Investment Manager’s (or, if applicable, a subadviser’s) credit analysis with respect to these types of securities than is the case for more highly rated
securities.
The market values of certain
high-yield securities and comparable unrated securities tend to be more sensitive to individual corporate developments and changes in economic conditions than are the market values of more highly rated securities. In addition, issuers of high-yield
and comparable unrated securities often are highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of
rising interest rates may be impaired.
The
risk of loss due to default is greater for high-yield and comparable unrated securities than it is for higher rated securities because high-yield securities and comparable unrated securities generally are unsecured and frequently are subordinated to
more senior indebtedness. A Fund may incur additional expenses to the extent that it is required to seek recovery upon a default in the payment of principal or interest on its holdings of such securities. The existence of limited markets for
lower-rated debt securities may diminish a Fund’s ability to: (i) obtain accurate market quotations for purposes of valuing such securities and calculating portfolio net asset value; and (ii) sell the securities at fair market value either to
meet redemption requests or to respond to changes in the economy or in financial markets.
Many lower-rated securities are not registered for
offer and sale to the public under the 1933 Act. Investments in these restricted securities may be determined to be liquid (able to be sold within seven days at approximately the price at which they are valued by a Fund) pursuant to policies
approved by the Fund’s Trustees. Investments in illiquid securities, including restricted securities that have not been determined to be liquid, may not exceed 15% of a Fund’s net assets. A Fund is not otherwise subject to any limitation
on its ability to invest in restricted securities. Restricted securities may be less liquid than other lower-rated securities, potentially making it difficult to value or sell such securities.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with high-yield securities include: Credit Risk, Interest Rate Risk, High-Yield Securities Risk and Prepayment and Extension Risk.
Illiquid Securities
Illiquid securities are defined by a Fund consistent with the SEC
staff’s current guidance and interpretations which provide that an illiquid security is an asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which a Fund has valued
the investment on its books. Some securities, such as those not registered under U.S. securities laws, cannot be sold in public transactions. Some securities are deemed to be illiquid because they are subject to contractual or legal restrictions on
resale. Subject to its investment policies, a Fund may invest in illiquid investments and may invest in certain restricted securities that are deemed to be illiquid securities at the time of purchase.
Although one or more of the other risks described in
this SAI may also apply, the risk typically associated with illiquid securities include: Liquidity Risk.
Inflation-Protected Securities
Inflation is a general rise in prices of goods and services.
Inflation erodes the purchasing power of an investor’s assets. For example, if an investment provides a total return of 7% in a given year and inflation is 3% during that period, the inflation-adjusted, or real, return is 4%.
Inflation-protected securities are debt securities whose principal and/or interest payments are adjusted for inflation, unlike debt securities that make fixed principal and interest payments. One type of inflation-protected debt security is issued
by the U.S. Treasury. The principal of these securities is adjusted for inflation as indicated by the Consumer Price Index (CPI) for urban consumers and interest is paid on the adjusted amount. The CPI is a measurement of changes in the cost of
living, made up of components such as housing, food, transportation and energy.
If the CPI falls, the principal value of
inflation-protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Conversely, if the CPI rises, the principal value of
inflation-protected securities will be adjusted upward, and consequently the interest payable on these securities will be increased. Repayment of the original bond principal upon maturity is guaranteed in the case of U.S. Treasury
inflation-protected securities, even during a period of deflation. However, the current market value of the inflation-protected securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds,
which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
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Other issuers of inflation-protected debt securities
include other U.S. government agencies or instrumentalities, corporations and foreign governments. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and
services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If interest rates rise due to reasons other than inflation (for example, due to changes
in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.
Any increase in principal for an inflation-protected
security resulting from inflation adjustments is considered by IRS regulations to be taxable income in the year it occurs. For direct holders of an inflation-protected security, this means that taxes must be paid on principal adjustments even though
these amounts are not received until the bond matures. Similarly, a Fund holding these securities distributes both interest income and the income attributable to principal adjustments in the form of cash or reinvested shares.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with inflation-protected securities include: Inflation-Protected Securities Risk, Interest Rate Risk and Market Risk. In addition, inflation-protected securities issued by non-U.S. government
agencies or instrumentalities are subject to Credit Risk.
Initial Public Offerings
A Fund may invest in initial public offerings (IPOs) of common
stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer. Fixed income funds frequently invest in these types of offerings of debt securities. A purchase of IPO securities often involves
higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets. A Fund may hold IPO securities for a period of time, or may sell them soon after the purchase. Investments in IPOs could have a
magnified impact — either positive or negative — on a Fund’s performance while the Fund’s assets are relatively small. The impact of an IPO on a Fund’s performance may tend to diminish as the Fund’s assets grow.
In circumstances when investments in IPOs make a significant contribution to a Fund’s performance, there can be no assurance that similar contributions from IPOs will continue in the future.
Although one or more risks described in this SAI may
also apply, the risks typically associated with IPOs include: Initial Public Offering (IPO) Risk, Issuer Risk, Liquidity Risk, Market Risk and Small Company Securities Risk.
Inverse Floater
See
Types of
Investments – Derivatives – Index or Linked Securities (Structured Products)
above.
Investments in Other Investment Companies (Including
ETFs)
Investing in other investment companies may be a means
by which a Fund seeks to achieve its investment objective. A Fund may invest in securities issued by other investment companies within the limits prescribed by the 1940 Act, the rules and regulations thereunder and any exemptive relief currently or
in the future available to a Fund. These securities include shares of other open-end investment companies (
i.e.
, mutual funds), closed-end funds, exchange-traded funds (ETFs), UCITS funds (pooled investment
vehicles established in accordance with the Undertaking for Collective Investment in Transferable Securities adopted by European Union member states) and business development companies.
Except with respect to funds structured as
funds-of-funds or so-called master/feeder funds or other funds whose strategies otherwise allow such investments, the 1940 Act generally requires that a fund limit its investments in another investment company or series thereof so that, as
determined at the time a securities purchase is made: (i) no more than 5% of the value of its total assets will be invested in the securities of any one investment company; (ii) no more than 10% of the value of its total assets will be invested in
the aggregate in securities of other investment companies; and (iii) no more than 3% of the outstanding voting stock of any one investment company or series thereof will be owned by a fund or by companies controlled by a fund. Such other investment
companies may include ETFs, which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts that may be passively managed (
e.g.
, they seek to track the performance of specific
indexes or companies in related industries) or they may be actively managed. The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by certain other registered investment companies in excess of these
limits.
ETFs are listed on an exchange and
trade in the secondary market on a per-share basis, which allows investors to purchase and sell ETF shares at their market price throughout the day. Certain ETFs, such as passively managed ETFs, hold portfolios of securities that are designed to
replicate, as closely as possible before expenses, the price and yield of a specified market index. The performance results of these ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses,
including fees to service providers borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units.
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Although a Fund may derive certain advantages from
being able to invest in shares of other investment companies, such as to be fully invested, there may be potential disadvantages. Investing in other investment companies may result in higher fees and expenses for a Fund and its shareholders. A
shareholder may be charged fees not only on Fund shares held directly but also on the investment company shares that a Fund purchases. Because these investment companies may invest in other securities, they are also subject to the risks associated
with a variety of investment instruments as described in this SAI.
Under the 1940 Act and rules and regulations
thereunder, a Fund may purchase shares of affiliated funds, subject to certain conditions. Investing in affiliated funds may present certain actual or potential conflicts of interest. For more information about such actual and potential conflicts of
interest, see
Investment Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest
.
Although
one or more of the other risks described in this SAI may also apply, the risks typically associated with the securities of other investment companies include: Exchange-Traded Fund (ETF) Risk, Investing in Other Funds Risk, Issuer Risk and Market
Risk.
Listed Private Equity Funds
A Fund may invest directly in listed private equity
funds, which may include, among others, business development companies, investment holding companies, publicly traded limited partnership interests (common units), publicly traded venture capital funds, publicly traded venture capital trusts,
publicly traded private equity funds, publicly traded private equity investment trusts, publicly traded closed-end funds, publicly traded financial institutions that lend to or invest in privately held companies and any other publicly traded vehicle
whose purpose is to invest in privately held companies.
A Fund may invest in listed private equity funds
that hold investments in a wide array of businesses and industries at various stages of development, from early to later stage to fully mature businesses. A Fund may invest in listed private equity funds that emphasize making equity and equity-like
(preferred stock, convertible stock and warrants) investments in later stage to mature businesses, or may invest in listed private equity funds making debt investments or investments in companies at other stages of development. In addition, a Fund
may invest in the common stock of closed-end management investment companies, including business development companies that invest in securities of listed private equity companies.
Money Market Instruments
Money market instruments include cash equivalents and short-term
debt obligations which include: (i) bank obligations, including certificates of deposit (CDs), time deposits and bankers’ acceptances, and letters of credit of banks or savings and loan associations having capital surplus and undivided profits
(as of the date of its most recently published annual financial statements) in excess of $100 million (or the equivalent in the instance of a foreign branch of a U.S. bank) at the date of investment; (ii) funding agreements; (iii) repurchase
agreements; (iv) obligations of the United States, foreign countries and supranational entities, and each of their subdivisions, agencies and instrumentalities; (v) certain corporate debt securities, such as commercial paper, short-term corporate
obligations and extendible commercial notes; (vi) participation interests; and (vii) municipal securities. Money market instruments may be structured as fixed-, variable- or floating-rate obligations and may be privately placed or publicly offered.
A Fund may also invest in affiliated and unaffiliated money market mutual funds, which invest primarily in money market instruments. See
Types of Investments – Variable- and Floating-Rate
Obligations
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
With respect to money market securities, certain
U.S. Government obligations are backed or insured by the U.S. Government, its agencies or its instrumentalities. Other money market securities are backed only by the claims paying ability or creditworthiness of the issuer.
Bankers’ acceptances
are marketable short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed “accepted” when a bank unconditionally guarantees their payment at
maturity.
A Fund may invest its daily
cash balance in Columbia Short-Term Cash Fund, a money market fund established for the exclusive use of the funds in the Columbia Fund Complex and other institutional clients of the Investment Manager.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with money market instruments include: Credit Risk, Inflation Risk, Interest Rate Risk, Issuer Risk, Money Market Fund Risk and Regulatory Risk.
Mortgage-Backed Securities
Mortgage-backed securities are a type of asset-backed security that
represent interests in, or debt instruments backed by, pools of underlying mortgages. In some cases, these underlying mortgages may be insured or guaranteed by the U.S. Government or its agencies. Mortgage-backed securities entitle the security
holders to receive distributions that are tied to the payments made on the underlying mortgage collateral (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the
underlying mortgage collateral effectively pass through to such security holders. Mortgage-backed securities are created when mortgage originators (or mortgage loan sellers who have purchased
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mortgage loans from mortgage loan originators) sell the underlying
mortgages to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying mortgage loans, and have a minimum denomination and specific term.
Mortgage-backed securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Mortgage-backed securities may be issued or
guaranteed by GNMA (also known as Ginnie Mae), FNMA (also known as Fannie Mae), or FHLMC (also known as Freddie Mac), but also may be issued or guaranteed by other issuers, including private companies. GNMA is a government-owned corporation that is
an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. Until recently,
FNMA and FHLMC were government-sponsored corporations owned entirely by private stockholders. Both issue mortgage-related securities that contain guarantees as to timely payment of interest and principal but that are not backed by the full faith and
credit of the U.S. Government. The value of the companies’ securities fell sharply in 2008 due to concerns that the firms did not have sufficient capital to offset losses. The U.S. Treasury has historically had the authority to purchase
obligations of Fannie Mae and Freddie Mac. In addition, in 2008, due to capitalization concerns, Congress provided the U.S. Treasury with additional authority to lend Fannie Mae and Freddie Mac emergency funds and to purchase the companies’
stock, as described below. In September 2008, the U.S. Treasury and the Federal Housing Finance Agency (FHFA) announced that Fannie Mae and Freddie Mac had been placed in conservatorship.
In the past Fannie Mae and Freddie Mac have received
significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of their mortgage-backed securities. There can be no assurance that these or other agencies of the government will provide such support in the
future. The future status of Fannie Mae or Freddie Mac could be impacted by, among other things, the actions taken and restrictions placed on Fannie Mae or Freddie Mac by the FHFA in its role as conservator, the restrictions placed on Fannie
Mae’s or Freddie Mac’s operations and activities under the senior stock purchase agreements, market responses to developments at Fannie Mae or Freddie Mac, and future legislative and regulatory action that alters the operations,
ownership structure and/or mission of Fannie Mae or Freddie Mac, each of which may, in turn, impact the value of, and cash flows on, any securities guaranteed by Fannie Mae and Freddie Mac.
Stripped mortgage-backed securities are a type of
mortgage-backed security that receives differing proportions of the interest and principal payments from the underlying assets. Generally, there are two classes of stripped mortgage-backed securities: Interest Only (IO) and Principal Only (PO). IOs
entitle the holder to receive distributions consisting of all or a portion of the interest on the underlying pool of mortgage loans or mortgage-backed securities. POs entitle the holder to receive distributions consisting of all or a portion of the
principal of the underlying pool of mortgage loans or mortgage-backed securities. See
Types of Investments – Stripped Securities
for more information.
Collateralized Mortgage Obligations (CMOs) are
hybrid mortgage-related instruments issued by special purpose entities secured by pools of mortgage loans or other mortgage-related securities, such as mortgage pass-through securities or stripped mortgage-backed securities. CMOs may be structured
into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including prepayments. Principal prepayments on
collateral underlying a CMO may cause it to be retired substantially earlier than its stated maturity or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. The yield characteristics of mortgage-backed
securities differ from those of other debt securities. Among the differences are that interest and principal payments are made more frequently on mortgage-backed securities, usually monthly, and principal may be repaid at any time. These factors may
reduce the expected yield. Interest is paid or accrues on all classes of the CMOs on a periodic basis. The principal and interest payments on the underlying mortgage assets may be allocated among the various classes of CMOs in several ways.
Typically, payments of principal, including any prepayments, on the underlying mortgage assets are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal is made on CMOs
of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full.
Commercial mortgage-backed securities (CMBS) are a
specific type of mortgage-backed security collateralized by a pool of mortgages on commercial real estate.
CMO residuals are mortgage securities issued by
agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose
entities of the foregoing. The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses and any
management fee of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual
represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO
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will depend on, among other things, the characteristics of the
mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the pre-payment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely
sensitive to pre-payments on the related underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-backed securities. In addition, if a series of a CMO includes a class that bears interest at an
adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed
securities, in certain circumstances an ETF may fail to recoup fully its initial investment in a CMO residual. CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or
dealers. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under
the 1933 Act. CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to a Fund’s limitations on investment in illiquid
securities.
Mortgage pass-through securities
are interests in pools of mortgage-related securities that differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead,
these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial
mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which
may be incurred. Some mortgage-related securities (such as securities issued by the GNMA) are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage
pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
REMICs are entities that own mortgages and elect
REMIC status under the Code and, like CMOs, issue debt obligations collateralized by underlying mortgage assets that have characteristics similar to those issued by CMOs.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with mortgage- and asset-backed securities include: Credit Risk, Interest Rate Risk, Issuer Risk, Liquidity Risk, Mortgage-Backed and Other Asset-Backed Securities Risk, Prepayment and
Extension Risk and Reinvestment Risk.
Municipal
Securities
Municipal securities include debt obligations
issued by governmental entities, including states, political subdivisions, agencies, instrumentalities, and authorities, as well as U.S. territories (such as Guam and Puerto Rico) and their political subdivisions, agencies, instrumentalities, and
authorities, to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses, and the extension of loans to public
institutions and facilities.
Municipal
securities may include municipal bonds, municipal notes and municipal leases, which are described below. Municipal bonds are debt obligations of a governmental entity that obligate the municipality to pay the holder a specified sum of money at
specified intervals and to repay the principal amount of the loan at maturity. Municipal securities can be classified into two principal categories, including “general obligation” bonds and other securities and “revenue”
bonds and other securities. General obligation bonds are secured by the issuer’s full faith, credit and taxing power for the payment of principal and interest. Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source, such as the user of the facility being financed. Municipal securities also may include “moral obligation”
securities, which normally are issued by special purpose public authorities. If the issuer of moral obligation securities is unable to meet its debt service obligations from current revenues, it may draw on a reserve fund, the restoration of which
is a moral commitment but not a legal obligation of the governmental entity that created the special purpose public authority. Municipal securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind
and step-coupon securities and may be privately placed or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments – Zero-Coupon,
Pay-in-Kind and Step-Coupon Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Municipal notes may be issued by governmental
entities and other tax-exempt issuers in order to finance short-term cash needs or, occasionally, to finance construction. Most municipal notes are general obligations of the issuing entity payable from taxes or designated revenues expected to be
received within the relevant fiscal period. Municipal notes generally have maturities of one year or less. Municipal notes can be subdivided into two sub-categories: (i) municipal commercial paper and (ii) municipal demand obligations.
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Municipal commercial paper typically consists of
very short-term unsecured negotiable promissory notes that are sold, for example, to meet seasonal working capital or interim construction financing needs of a governmental entity or agency. While these obligations are intended to be paid from
general revenues or refinanced with long-term debt, they frequently are backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or institutions. See
Types of Investments – Commercial Paper
for more information.
Municipal demand obligations can be subdivided into
two general types: variable rate demand notes and master demand obligations. Variable rate demand notes are tax-exempt municipal obligations or participation interests that provide for a periodic adjustment in the interest rate paid on the notes.
They permit the holder to demand payment of the notes, or to demand purchase of the notes at a purchase price equal to the unpaid principal balance, plus accrued interest either directly by the issuer or by drawing on a bank letter of credit or
guaranty issued with respect to such note. The issuer of the municipal obligation may have a corresponding right to prepay at its discretion the outstanding principal of the note plus accrued interest upon notice comparable to that required for the
holder to demand payment. The variable rate demand notes in which a Fund may invest are payable, or are subject to purchase, on demand, usually on notice of seven calendar days or less. The terms of the notes generally provide that interest rates
are adjustable at intervals ranging from daily to six months.
Master demand obligations are tax-exempt municipal
obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for federal
income tax purposes (but not necessarily for alternative minimum tax purposes). Although there is no secondary market for master demand obligations, such obligations are considered by a Fund to be liquid because they are payable upon demand.
Municipal lease obligations are participations in
privately arranged loans to state or local government borrowers and may take the form of a lease, an installment purchase, or a conditional sales contract. They are issued by state and local governments and authorities to acquire land, equipment,
and facilities. An investor may purchase these obligations directly, or it may purchase participation interests in such obligations. In general, municipal lease obligations are unrated, in which case they will be determined by a Fund’s
portfolio manager to be of comparable quality at the time of purchase to rated instruments that may be acquired by a Fund. Frequently, privately arranged loans have variable interest rates and may be backed by a bank letter of credit. In other
cases, they may be unsecured or may be secured by assets not easily liquidated.
Moreover, such loans in most cases are not backed by
the taxing authority of the issuers and may have limited marketability or may be marketable only by virtue of a provision requiring repayment following demand by the lender.
Municipal leases may be subject to greater risks
than general obligation or revenue bonds. State constitutions and statutes set forth requirements that states or municipalities must meet in order to issue municipal obligations. Municipal leases may contain a covenant by the state or municipality
to budget for and make payments due under the obligation. Certain municipal leases may, however, provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each
year.
Although lease obligations do not
constitute general obligations of the municipal issuer to which the government’s taxing power is pledged, a lease obligation ordinarily is backed by the government’s covenant to budget for, appropriate, and make the payments due under
the lease obligation. However, certain lease obligations contain “non-appropriation” clauses that provide that the government has no obligation to make lease or installment purchase payments in future years unless money is appropriated
for such purpose on a periodic basis. In the case of a “non-appropriation” lease, a Fund’s ability to recover under the lease in the event of non-appropriation or default likely will be limited to the repossession of the leased
property in the event that foreclosure proves difficult.
Tender option bonds are municipal securities having
relatively long maturities and bearing interest at a fixed interest rate substantially higher than prevailing short-term tax-exempt rates that is coupled with the agreement of a third party, such as a bank, broker-dealer or other financial
institution, to grant the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. The financial institution receives periodic fees equal to the difference between the
municipal security’s coupon rate and the rate that would cause the security to trade at face value on the date of determination.
There are variations in the quality of municipal
securities, both within a particular classification and between classifications, and the rates of return on municipal securities can depend on a variety of factors, including general money market conditions, the financial condition of the issuer,
general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The ratings of NRSROs represent their opinions as to the quality of municipal securities. It should be
emphasized, however, that these ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate, and rating may have different rates of return while municipal securities of the same
maturity and interest rate with different ratings may have the same rate of return. The municipal bond market is characterized by a large number of different issuers, many having smaller sized bond issues, and a wide choice of different
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maturities within each issue. For these reasons, most municipal
bonds do not trade on a daily basis and many trade only rarely. Because many of these bonds trade infrequently, the spread between the bid and offer may be wider and the time needed to develop a bid or an offer may be longer than for other security
markets. See Appendix A for a discussion of securities ratings. (See
Types of Investments – Debt Obligations
.)
Standby Commitments.
Standby commitments are securities under which a purchaser, usually a bank or broker-dealer, agrees to purchase, for a fee, an amount of a Fund’s municipal obligations. The amount payable by a
bank or broker-dealer to purchase securities subject to a standby commitment typically will be substantially the same as the value of the underlying municipal securities. A Fund may pay for standby commitments either separately in cash or by paying
a higher price for portfolio securities that are acquired subject to such a commitment.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with standby commitments include: Counterparty Risk, Market Risk and Municipal Securities Risk.
Taxable Municipal Obligations.
Interest or other investment return is subject to federal income tax for certain types of municipal obligations for a variety of reasons. These municipal obligations do not qualify for the federal
income tax exemption because (a) they did not receive necessary authorization for tax-exempt treatment from state or local government authorities, (b) they exceed certain regulatory limitations on the cost of issuance for tax-exempt financing or (c)
they finance public or private activities that do not qualify for the federal income tax exemption. These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and local sports facilities,
refinancing of certain municipal debt, and borrowing to replenish a municipality’s underfunded pension plan.
See Appendix A for a discussion of securities
ratings. (See
Types of Investments – Debt Obligations
.)
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with municipal securities include: Credit Risk, Inflation Risk, Interest Rate Risk, Market Risk, Municipal Securities Risk and Municipal Securities Risk/Health Care Sector Risk.
Participation Interests
Participation interests (also called pass-through certificates or
securities) represent an interest in a pool of debt obligations, such as municipal bonds or notes that have been “packaged” by an intermediary, such as a bank or broker-dealer. Participation interests typically are issued by partnerships
or trusts through which a Fund receives principal and interest payments that are passed through to the holder of the participation interest from the payments made on the underlying debt obligations. The purchaser of a participation interest receives
an undivided interest in the underlying debt obligations. The issuers of the underlying debt obligations make interest and principal payments to the intermediary, as an initial purchaser, which are passed through to purchasers in the secondary
market, such as a Fund. Mortgage-backed securities are a common type of participation interest. Participation interests may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in- kind and step-coupon securities
and may be privately placed or publicly offered. See
Types of Investments – Variable- and Floating-Rate Obligations, Types of Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon
Securities
and
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Loan participations also are a type of participation
interest. Loans, loan participations, and interests in securitized loan pools are interests in amounts owed by a corporate, governmental, or other borrower to a lender or consortium of lenders (typically banks, insurance companies, investment banks,
government agencies, or international agencies).
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with loan participations include: Confidential Information Access Risk, Credit Risk and Interest Rate Risk.
Partnership Securities
The Fund may invest in securities issued by publicly traded
partnerships or master limited partnerships or limited liability companies (together referred to as “PTPs/MLPs”). These entities are limited partnerships or limited liability companies that may be publicly traded on stock exchanges or
markets such as the NYSE, the NYSE Alternext US LLC (“NYSE Alternext”) (formerly the American Stock Exchange) and NASDAQ. PTPs/MLPs often own businesses or properties relating to energy, natural resources or real estate, or may be
involved in the film industry or research and development activities. Generally PTPs/MLPs are operated under the supervision of one or more managing partners or members. Limited partners, unit holders, or members (such as a fund that invests in a
partnership) are not involved in the day-to-day management of the company. Limited partners, unit holders, or members are allocated income and capital gains associated with the partnership project in accordance with the terms of the partnership or
limited liability company agreement.
At times
PTPs/MLPs may potentially offer relatively high yields compared to common stocks. Because PTPs/MLPs are generally treated as partnerships or similar limited liability “pass-through” entities for tax purposes, they do not ordinarily pay
income taxes, but pass their earnings on to unit holders (except in the case of some publicly traded firms that may be taxed as corporations). For tax purposes, unit holders may initially be deemed to receive only a portion of the distributions
attributed to
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them because certain other portions may be attributed to the
repayment of initial investments and may thereby lower the cost basis of the units or shares owned by unit holders. As a result, unit holders may effectively defer taxation on the receipt of some distributions until they sell their units. These tax
consequences may differ for different types of entities.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with partnership securities include: Interest Rate Risk, Issuer Risk, Liquidity Risk and Market Risk.
Preferred Stock
Preferred stock represents units of ownership of a corporation that
frequently have dividends that are set at a specified rate. Preferred stock has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock shares some of the characteristics of both debt and equity.
Preferred stock ordinarily does not carry voting rights. Most preferred stock is cumulative; if dividends are passed (
i.e.
, not paid for any reason), they accumulate and must be paid before common stock
dividends. Participating preferred stock entitles its holders to share in profits above and beyond the declared dividend, along with common shareholders, as distinguished from nonparticipating preferred stock, which is limited to the stipulated
dividend. Convertible preferred stock is exchangeable for a given number of shares of common stock and thus tends to be more volatile than nonconvertible preferred stock, which generally behaves more like a fixed income bond. Preferred stock may be
privately placed or publicly offered. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on
which the stock trades. See
Types of Investments – Private Placement and Other Restricted Securities
for more information.
Auction preferred stock (APS) is a type of
adjustable-rate preferred stock with a dividend determined periodically in a Dutch auction process by corporate bidders. An APS is distinguished from standard preferred stock because its dividends change from time to time. Shares typically are
bought and sold at face values generally ranging from $100,000 to $500,000 per share. Holders of APS may not be able to sell their shares if an auction fails, such as when there are more shares of APS for sale at an auction than there are purchase
bids.
Although one or more of the other risks
described in this SAI may also apply, the risks typically associated with preferred stock include: Convertible Securities Risk, Issuer Risk, Liquidity Risk and Market Risk.
Private Placement and Other Restricted
Securities
Private placement securities are securities that
have been privately placed and are not registered under the 1933 Act. They are generally eligible for sale only to certain eligible investors. Private placements often may offer attractive opportunities for investment not otherwise available on the
open market. Private placement and other “restricted” securities often cannot be sold to the public without registration under the 1933 Act or the availability of an exemption from registration (such as Rules 144 or 144A), or they are
“not readily marketable” because they are subject to other legal or contractual delays in or restrictions on resale. Asset-backed securities, common stock, convertible securities, corporate debt securities, foreign securities, high-yield
securities, money market instruments, mortgage-backed securities, municipal securities, participation interests, preferred stock and other types of equity and debt instruments may be privately placed or restricted securities.
Private placements typically may be sold only to
qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933
Act), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with private placement and other restricted securities include: Issuer Risk, Liquidity Risk, Market Risk and Confidential Information Access Risk.
Real Estate Investment Trusts
Real estate investment trusts (REITs) are pooled investment
vehicles that manage a portfolio of real estate or real estate related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest
the majority of their assets directly in real property, such as shopping centers, nursing homes, office buildings, apartment complexes, and hotels, and derive income primarily from the collection of rents. Equity REITs can also realize capital gains
by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs can be subject to extreme volatility due to
fluctuations in the demand for real estate, changes in interest rates, and adverse economic conditions.
Partnership units of real estate and other types of
companies sometimes are organized as master limited partnerships in which ownership interests are publicly traded.
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Similar to investment companies, REITs are not taxed
on income distributed to shareholders provided they comply with certain requirements under the Code. The failure of a REIT to continue to qualify as a REIT for tax purposes can materially affect its value. A Fund will indirectly bear its
proportionate share of any expenses paid by a REIT in which it invests. REITs often do not provide complete tax information until after the calendar year-end. Consequently, because of the delay, it may be necessary for a Fund investing in REITs to
request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. In the alternative, amended Forms 1099-DIV may be sent.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with REITs include: Interest Rate Risk, Issuer Risk, Market Risk and Real Estate-Related Investment Risk.
Repurchase Agreements
Repurchase agreements are agreements under which a Fund acquires a
security for a relatively short period of time (usually within seven days) subject to the obligation of a seller to repurchase and a Fund to resell such security at a fixed time and price (representing the Fund’s cost plus interest). The
repurchase agreement specifies the yield during the purchaser’s holding period. Repurchase agreements also may be viewed as loans made by a Fund that are collateralized by the securities subject to repurchase, which may consist of a variety of
security types. A Fund typically will enter into repurchase agreements only with commercial banks, registered broker-dealers and the Fixed Income Clearing Corporation. Such transactions are monitored to ensure that the value of the underlying
securities will be at least equal at all times to the total amount of the repurchase obligation, including any accrued interest.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with repurchase agreements include: Counterparty Risk, Credit Risk, Issuer Risk, Market Risk and Repurchase Agreements Risk.
Reverse Repurchase Agreements
Reverse repurchase agreements are agreements under which a Fund
temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Fund agrees to repurchase the instrument at an agreed-upon time (normally within 7 days) and
price which reflects an interest payment. A Fund generally retains the right to interest and principal payments on the security. Reverse repurchase agreements also may be viewed as borrowings made by a Fund.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with reverse repurchase agreements include: Credit Risk, Interest Rate Risk, Issuer Risk, Market Risk and Reverse Repurchase Agreements Risk.
Short Sales
A Fund may sometimes sell securities short when it owns an equal
amount of the securities sold short. This is a technique known as selling short “against the box.” If a Fund makes a short sale “against the box,” it would not immediately deliver the securities sold and would not receive the
proceeds from the sale. The seller is said to have a short position in the securities sold until it delivers the securities sold, at which time it receives the proceeds of the sale. To secure its obligation to deliver securities sold short, a Fund
will deposit in escrow in a separate account with the custodian an equal amount of the securities sold short or securities convertible into or exchangeable for such securities. A Fund can close out its short position by purchasing and delivering an
equal amount of the securities sold short, rather than by delivering securities already held by a Fund, because a Fund might want to continue to receive interest and dividend payments on securities in its portfolio that are convertible into the
securities sold short.
Short sales
“against the box” entail many of the same risks and considerations described below regarding short sales not “against the box.” However, when a Fund sells short “against the box” it typically limits the amount of
its effective leverage. A Fund’s decision to make a short sale “against the box” may be a technique to hedge against market risks when a Fund’s portfolio manager believes that the price of a security may decline, causing a
decline in the value of a security owned by a Fund or a security convertible into or exchangeable for such security. In such case, any future losses in a Fund’s long position would be reduced by a gain in the short position. The extent to
which such gains or losses in the long position are reduced will depend upon the amount of securities sold short relative to the amount of the securities a Fund owns, either directly or indirectly, and, in the case where a Fund owns convertible
securities, changes in the investment values or conversion premiums of such securities.
Subject to its fundamental and non-fundamental
investment policies, a Fund may engage in short sales that are not “against the box,” which are sales by a Fund of securities, contracts or instruments that it does not own in hopes of purchasing the same security, contract or instrument
at a later date at a lower price. The technique is also used to protect a profit in a long-term position in a security, commodity futures contract or other instrument. To make delivery to the buyer, a Fund must borrow or purchase the security. If
borrowed, a Fund is then obligated to replace the security borrowed from the third party, so a Fund must purchase the security at the market price at a later time. If the price of the security has increased during this time, then a Fund will incur a
loss equal to the increase in price of the security from the time of the short sale plus any premiums and interest paid
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to the third party. (Until the security is replaced, a Fund is
required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan. To borrow the security, a Fund also may be required to pay a premium, which would increase the cost of the security sold. The
proceeds of the short sale will be retained by the broker, to the extent necessary to meet the margin requirements, until the short position is closed out.) Short sales of forward commitments and derivatives do not involve borrowing a security.
These types of short sales may include futures, options, contracts for differences, forward contracts on financial instruments and options such as contracts, credit-linked instruments, and swap contracts.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with short sales include: Leverage Risk, Market Risk and Short Selling Risk.
Sovereign Debt
Sovereign debt obligations are issued or guaranteed by foreign
governments or their agencies. It may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. A sovereign debtor’s willingness or ability to repay principal and pay interest in a
timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the
economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject. (See also
Types of Investments –
Foreign Securities
.) In addition, there may be no legal recourse against a sovereign debtor in the event of a default.
Sovereign debt includes Brady Bonds, which are
securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank
indebtedness.
Although one or more of the
other risks described in this SAI may also apply, the risks typically associated with sovereign debt include: Credit Risk, Emerging Markets Securities Risk, Foreign Securities Risk, Issuer Risk and Market Risk.
Standby Commitments
See
Types of
Investments – Municipal Securities
above.
Stripped Securities
Stripped securities are the separate income or principal payments
of a debt security and evidence ownership in either the future interest or principal payments on an instrument. There are many different types and variations of stripped securities. For example, Separate Trading of Registered Interest and Principal
Securities (STRIPS) can be component parts of a U.S. Treasury security where the principal and interest components are traded independently through DTC, a clearing agency registered pursuant to Section 17A of the 1934 Act and created to hold
securities for its participants, and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates.
Treasury Investor Growth Receipts (TIGERs) are U.S. Treasury securities stripped by brokers. Stripped mortgage-backed securities, (SMBS) also can be issued by the U.S. Government or its agencies. Stripped securities may be structured as fixed-,
variable- or floating-rate obligations. See
Types of Investments – Variable- and Floating-Rate Obligations
for more information.
SMBS usually are structured with two or more classes
that receive different proportions of the interest and principal distributions from a pool of mortgage-backed assets. Common types of SMBS will be structured so that one class receives some of the interest and most of the principal from the
mortgage-backed assets, while another class receives most of the interest and the remainder of the principal.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with stripped securities include: Credit Risk, Interest Rate Risk, Liquidity Risk, Prepayment and Extension Risk and Stripped Securities Risk
Trust-Preferred Securities
Trust-preferred securities, also known as trust-issued securities,
are securities that have characteristics of both debt and equity instruments and are typically treated by the Funds as debt investments.
Generally, trust-preferred securities are cumulative
preferred stocks issued by a trust that is created by a financial institution, such as a bank holding company. The financial institution typically creates the trust with the objective of increasing its capital by issuing subordinated debt to the
trust in return for cash proceeds that are reflected on the financial institutions balance sheet.
The primary asset owned by the trust is the
subordinated debt issued to the trust by the financial institution. The financial institution makes periodic interest payments on the debt as discussed further below. The financial institution will subsequently own the trust’s common
securities, which may typically represent a small percentage of the trust’s capital structure. The remainder of the trust’s capital structure typically consists of trust-preferred securities which are sold to investors. The trust
uses
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the sales proceeds to purchase the subordinated debt issued by the
financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt.
The trust uses the interest received to make
dividend payments to the holders of the trust-preferred securities. The dividends are generally paid on a quarterly basis and are often higher than other dividends potentially available on the financial institution’s common stocks. The
interests of the holders of the trust-preferred securities are senior to those of common stockholders in the event that the financial institution is liquidated, although their interests are typically subordinated to those of other holders of other
debt issued by the institution.
The primary
benefit for the financial institution in using this particular structure is that the trust-preferred securities issued by the trust are treated by the financial institution as debt securities for tax purposes (as a consequence of which the expense
of paying interest on the securities is tax deductible), but are treated as more desirable equity securities for purposes of the calculation of capital requirements.
In certain instances, the structure involves more
than one financial institution and thus, more than one trust. In such a pooled offering, an additional separate trust may be created. This trust will issue securities to investors and use the proceeds to purchase the trust-preferred securities
issued by other trust subsidiaries of the participating financial institutions. In such a structure, the trust-preferred securities held by the investors are backed by other trust-preferred securities issued by the trust subsidiaries.
If a financial institution is financially unsound
and defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of the trust-preferred securities such as the Fund, as the trust typically has no business operations other than holding the subordinated
debt issued by the financial institution(s) and issuing the trust-preferred securities and common stock backed by the subordinated debt.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with trust-preferred securities include: Credit Risk, Interest Rate Risk, Liquidity Risk and Prepayment and Extension Risk.
U.S. Government and Related Obligations
U.S. Government obligations include U.S. Treasury obligations and
securities issued or guaranteed by various agencies of the U.S. Government or by various agencies or instrumentalities established or sponsored by the U.S. Government. U.S. Treasury obligations and securities issued or guaranteed by various agencies
or instrumentalities of the U.S. Government differ in their interest rates, maturities and time of issuance, as well as with respect to whether they are guaranteed by the U.S. Government. U.S. Government and related obligations may be structured as
fixed-, variable- or floating-rate obligations. See
Types of Investments – Variable- and Floating-Rate Obligations
for more information.
Investing in U.S. Government and related obligations
is subject to certain risks. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (
i.e.
, the risk
that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may or may
not be backed by the full faith and credit of the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency or instrumentality and, as a result, may be subject to
greater credit risk than securities issued or guaranteed by the U.S. Treasury. Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises historically have involved limited risk of loss of principal if held to
maturity. However, no assurance can be given that the U.S. Government would provide financial support to any of these entities if it is not obligated to do so by law.
Government-sponsored entities issuing securities
include privately owned, publicly chartered entities created to reduce borrowing costs for certain sectors of the economy, such as farmers, homeowners, and students. They include the Federal Farm Credit Bank System, Farm Credit Financial Assistance
Corporation, Fannie Mae, Freddie Mac, Student Loan Marketing Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored entities may issue discount notes (with maturities ranging from overnight to 360 days) and bonds. On Sept.
7, 2008, the Federal Housing Finance Agency (FHFA), an agency of the U.S. Government, placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations. FHFA will
act as the conservator to operate the enterprises until they are stabilized.
On August 5, 2011, S& P lowered its long-term
sovereign credit rating for the United States of America to “AA+” from “AAA”. Because a Fund may invest in U.S. Government obligations, the value of a Fund’s shares may be adversely affected by S&P’s downgrade
or any future downgrades of the U.S. Government’s credit rating. The long-term impact of the downgrade is uncertain. See Appendix A for a description of securities ratings.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with U.S. Government and related obligations include: Credit Risk, Inflation Risk, Interest Rate Risk, Prepayment and Extension Risk, Reinvestment Risk and U.S. Government Obligations
Risk.
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Variable- and Floating-Rate Obligations
Variable- and floating-rate obligations are debt instruments that
provide for periodic adjustments in the interest rate and, under certain circumstances, varying principal amounts. Unlike a fixed interest rate, a variable, or floating, rate is one that rises and declines based on the movement of an underlying
index of interest rates and may pay interest at rates that are adjusted periodically according to a specified formula. Variable- or floating-rate securities frequently include a demand feature enabling the holder to sell the securities to the issuer
at par. In many cases, the demand feature can be exercised at any time. Some securities that do not have variable or floating interest rates may be accompanied by puts producing similar results and price characteristics. Variable-rate demand notes
include master demand notes that are obligations that permit the investor to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the investor (as lender), and the borrower. The interest rates
on these notes fluctuate. The issuer of such obligations normally has a corresponding right, after a given period, to prepay in its discretion the outstanding principal amount of the obligations plus accrued interest upon a specified number of
days’ notice to the holders of such obligations. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded. There generally is not an
established secondary market for these obligations. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the lender’s right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Such obligations frequently are not rated by credit rating agencies and may involve heightened risk of default by the issuer. Asset-backed securities, bank obligations, convertible securities, corporate debt
securities, foreign securities, high-yield securities, money market instruments, mortgage-backed securities, municipal securities, participation interests, stripped securities, U.S. Government and related obligations and other types of debt
instruments may be structured as variable- and floating-rate obligations.
Most floating rate loans are acquired directly from
the agent bank or from another holder of the loan by assignment. Most such loans are secured, and most impose restrictive covenants on the borrower. These loans are typically made by a syndicate of banks and institutional investors, represented by
an agent bank which has negotiated and structured the loan and which is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions in the syndicate,
and for enforcing its rights and the rights of the syndicate against the borrower. Each of the lending institutions, including the agent bank, lends to the borrower a portion of the total amount of the loan, and retains the corresponding interest in
the loan. Floating rate loans may include delayed draw term loans and prefunded or synthetic letters of credit.
A Fund’s ability to receive payments of
principal and interest and other amounts in connection with loans held by it will depend primarily on the financial condition of the borrower. The failure by the Fund to receive scheduled interest or principal payments on a loan would adversely
affect the income of the Fund and would likely reduce the value of its assets, which would be reflected in a reduction in the Fund’s NAV. Banks and other lending institutions generally perform a credit analysis of the borrower before
originating a loan or purchasing an assignment in a loan. In selecting the loans in which the Fund will invest, however, the Investment Manager will not rely on that credit analysis of the agent bank, but will perform its own investment analysis of
the borrowers. The Investment Manager’s analysis may include consideration of the borrower’s financial strength and managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial
conditions, and responsiveness to changes in business conditions and interest rates. Investments in loans may be of any quality, including “distressed” loans, and will be subject to the Fund’s credit quality policy.
Loans may be structured in different forms,
including assignments and participations. In an assignment, a Fund purchases an assignment of a portion of a lender’s interest in a loan. In this case, the Fund may be required generally to rely upon the assigning bank to demand payment and
enforce its rights against the borrower, but would otherwise be entitled to all of such bank’s rights in the loan.
The borrower of a loan may, either at its own
election or pursuant to terms of the loan documentation, prepay amounts of the loan from time to time. There is no assurance that a Fund will be able to reinvest the proceeds of any loan prepayment at the same interest rate or on the same terms as
those of the original loan.
Corporate loans in
which a Fund may purchase a loan assignment are made generally to finance internal growth, mergers, acquisitions, recapitalizations, stock repurchases, leveraged buy-outs, dividend payments to sponsors and other corporate activities. The highly
leveraged capital structure of certain borrowers may make such loans especially vulnerable to adverse changes in economic or market conditions. The Fund may hold investments in loans for a very short period of time when opportunities to resell the
investments that a Fund’s Portfolio Manager believes are attractive arise.
Certain of the loans acquired by a Fund may involve
revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund would have an obligation to advance its portion of such additional borrowings upon
the terms specified in the loan assignment. To the extent that the Fund is committed to make additional loans under such an assignment, it will at all times designate cash or securities in an amount sufficient to meet such commitments.
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Notwithstanding its intention in certain situations
to not receive material, non-public information with respect to its management of investments in floating rate loans, the Investment Manager may from time to time come into possession of material, non-public information about the issuers of loans
that may be held in a Fund’s portfolio. Possession of such information may in some instances occur despite the Investment Manager’s efforts to avoid such possession, but in other instances the Investment Manager may choose to receive
such information (for example, in connection with participation in a creditors’ committee with respect to a financially distressed issuer). As, and to the extent, required by applicable law, the Investment Manager’s ability to trade in
these loans for the account of the Fund could potentially be limited by its possession of such information. Such limitations on the Investment Manager’s ability to trade could have an adverse effect on the Fund by, for example, preventing the
Fund from selling a loan that is experiencing a material decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time.
In some instances, other accounts managed by the
Investment Manager may hold other securities issued by borrowers whose floating rate loans may be held in a Fund’s portfolio. These other securities may include, for example, debt securities that are subordinate to the floating rate loans held
in the Fund’s portfolio, convertible debt or common or preferred equity securities.
In certain circumstances, such as if the credit
quality of the issuer deteriorates, the interests of holders of these other securities may conflict with the interests of the holders of the issuer’s floating rate loans. In such cases, the Investment Manager may owe conflicting fiduciary
duties to the Fund and other client accounts. The Investment Manager will endeavor to carry out its obligations to all of its clients to the fullest extent possible, recognizing that in some cases certain clients may achieve a lower economic return,
as a result of these conflicting client interests, than if the Investment Manager’s client accounts collectively held only a single category of the issuer’s securities.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with variable- or floating-rate obligations include: Counterparty Risk, Credit Risk, Interest Rate Risk, Liquidity Risk and Prepayment and Extension Risk.
Warrants and Rights
Warrants and rights are types of securities that give a holder a
right to purchase shares of common stock. Warrants usually are issued together with a bond or preferred stock and entitle a holder to purchase a specified amount of common stock at a specified price typically for a period of years. Rights usually
have a specified purchase price that is lower than the current market price and entitle a holder to purchase a specified amount of common stock typically for a period of only weeks. Warrants may be used to enhance the marketability of a bond or
preferred stock. Warrants do not carry with them the right to dividends or voting rights and they do not represent any rights in the assets of the issuer. Warrants may be considered to have more speculative characteristics than certain other types
of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date, if any.
The potential exercise price of warrants or rights
may exceed their market price, such as when there is no movement in the market price or the market price of the common stock declines.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with warrants and rights include: Convertible Securities Risk, Counterparty Risk, Credit Risk, Issuer Risk and Market Risk.
When-Issued, Delayed Delivery and Forward Commitment
Transactions
When-issued, delayed delivery and forward
commitment transactions involve the purchase or sale of securities by a Fund, with payment and delivery taking place in the future after the customary settlement period for that type of security. Normally, the settlement date occurs within 45 days
of the purchase although in some cases settlement may take longer. The investor does not pay for the securities or receive dividends or interest on them until the contractual settlement date. When engaging in when-issued, delayed delivery and
forward commitment transactions, a Fund typically will designate liquid assets in an amount equal to or greater than the purchase price. The payment obligation and, if applicable, the interest rate that will be received on the securities, are fixed
at the time that a Fund agrees to purchase the securities. A Fund generally will enter into when-issued, delayed delivery and forward commitment transactions only with the intention of completing such transactions.
However, a Fund’s portfolio manager may
determine not to complete a transaction if he or she deems it appropriate to close out the transaction prior to its completion. In such cases, a Fund may realize short-term gains or losses.
To Be Announced Securities (“TBAs”).
As with other delayed delivery transactions, a seller agrees to issue a TBA security at a future date. However, the seller does not specify the particular securities to be delivered. Instead, the Fund
agrees to accept any security that meets specified terms. For example, in a TBA mortgage-backed security transaction, the Fund and the seller would
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agree upon the issuer, interest rate and terms of the underlying
mortgages. The seller would not identify the specific underlying mortgages until it issues the security. TBA mortgage-backed securities increase market risks because the underlying mortgages may be less favorable than anticipated by the Fund. See
Types of Investments – Mortgage-Backed Securities
and
– Asset-Backed Securities
.
Although one or more of the other risks described in
this SAI may also apply, the risks typically associated with when-issued, delayed delivery and forward commitment transactions include: Counterparty Risk, Credit Risk and Market Risk.
Zero-Coupon, Pay-in-Kind and Step-Coupon
Securities
Zero-coupon, pay-in-kind and step-coupon
securities are types of debt instruments that do not necessarily make payments of interest in fixed amounts or at fixed intervals. Asset-backed securities, convertible securities, corporate debt securities, foreign securities, high-yield securities,
mortgage-backed securities, municipal securities, participation interests, stripped securities, U.S. Government and related obligations and other types of debt instruments may be structured as zero-coupon, pay-in-kind and step-coupon
securities.
Zero-coupon securities do not pay
interest on a current basis but instead accrue interest over the life of the security. These securities include, among others, zero-coupon bonds, which either may be issued at a discount by a corporation or government entity or may be created by a
brokerage firm when it strips the coupons from a bond or note and then sells the bond or note and the coupon separately. This technique is used frequently with U.S. Treasury bonds, and zero-coupon securities are marketed under such names as CATS
(Certificate of Accrual on Treasury Securities), TIGERs or STRIPS. Zero-coupon bonds also are issued by municipalities. Buying a municipal zero-coupon bond frees its purchaser of the obligation to pay regular federal income tax on imputed interest,
since the interest is exempt for regular federal income tax purposes. Zero-coupon certificates of deposit and zero-coupon mortgages are generally structured in the same fashion as zero-coupon bonds; the certificate of deposit holder or mortgage
holder receives face value at maturity and no payments until then.
Pay-in-kind securities normally give the issuer an
option to pay cash at a coupon payment date or to give the holder of the security a similar security with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.
Step-coupon securities trade at a discount from
their face value and pay coupon interest that gradually increases over time. The coupon rate is paid according to a schedule for a series of periods, typically lower for an initial period and then increasing to a higher coupon rate thereafter. The
discount from the face amount or par value depends on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issue.
Zero-coupon, step-coupon and pay-in-kind securities
holders generally have substantially all the rights and privileges of holders of the underlying coupon obligations or principal obligations. Holders of these securities typically have the right upon default on the underlying coupon obligations or
principal obligations to proceed directly and individually against the issuer and are not required to act in concert with other holders of such securities.
See Appendix A for a discussion of securities
ratings.
Although one or more of the other
risks described in this SAI may also apply, the risks typically associated with zero-coupon, step-coupon, and pay-in-kind securities include: Credit Risk, Interest Rate Risk and Zero-Coupon Bonds Risk.
Information Regarding Risks
The following is a summary of risks of investing in
the Funds and the risk characteristics associated with the various investment instruments available to the Funds for investment. A Fund’s risk profile is largely defined by the Fund’s primary portfolio holdings and principal investment
strategies (for the description of a Fund’s principal investment strategies and principal risks, please see that Fund’s prospectus). However, the Funds are allowed to use securities, instruments, strategies and other assets and
investments other than those described in the Fund’s principal investment strategies, subjecting the Fund to the risks associated with these securities, instruments, strategies and other assets and investments. One or more of the following
risks may be associated with investment in a Fund at any time:
Active Management Risk.
The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that will achieve the Fund’s investment objective. Due to its
active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Activist Strategies Risk.
The Fund may purchase securities of a company that is the subject of a proxy contest or which activist investors are attempting to influence, in the expectation that new management or a change in business strategies
will cause the price of the company’s securities to increase. If the proxy contest, or the new management, is not successful, the market price of the company’s securities will typically fall.
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In addition, where an acquisition or restructuring
transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the
Fund.
Allocation Risk.
For any Fund that uses an asset allocation strategy in pursuit of its investment objective, there is a risk that the Fund's allocation among asset classes, investments, managers, strategies and/or investment styles will
cause the Fund's shares to lose value or cause the Fund to underperform other funds with a similar investment objective and/or strategies, or that the investments themselves will not produce the returns expected.
Arbitrage Strategies Risk.
The Fund may purchase securities at prices only slightly below the anticipated value to be paid or exchanged for such securities in a merger, exchange offer or cash tender offer, and substantially above the prices at
which such securities traded immediately prior to announcement of the transaction. If there is a perception that the proposed transaction will not be consummated or will be delayed, the market price of the security may decline sharply, which would
result in a loss to the Fund. In addition, if the manager determines that the offer is likely to be increased, either by the original bidder or by another party, the Fund may purchase securities above the offer price; such purchases are subject to a
high degree of risk.
The consummation
of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including opposition by the management or shareholders of the target company, private litigation or litigation involving regulatory agencies, and approval
or non-action of regulatory agencies. The likelihood of occurrence of these and other factors, and their impact on an investment, can be very difficult to evaluate.
Asset-Backed Securities Risk.
The value of the Fund's asset-backed securities may be affected by, among other things, changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables,
the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market's assessment of the quality of underlying assets. Asset-backed securities represent interests in, or are
backed by, pools of receivables such as credit card, auto, student and home equity loans. They may also be backed by securities backed by these types of loans and others, such as mortgage loans. Asset-backed securities can have a fixed or an
adjustable rate. Most asset-backed securities are subject to prepayment risk, which is the possibility that the underlying debt may be refinanced or prepaid prior to maturity during periods of declining or low interest rates, causing the Fund to
have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of asset-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates
tend to extend the duration of asset-backed securities, resulting in valuations that are volatile and sensitive to changes in interest rates.
Bankruptcy Process Risk.
The Fund may purchase bankruptcy claims. There are a number of significant risks inherent in the bankruptcy process. The effect of a bankruptcy filing on a company may adversely and permanently affect the company by
causing it to lose its market position and key employees and otherwise become incapable of restoring itself as a viable business. Many events in a bankruptcy are the product of contested matters and adversarial proceedings and are beyond the control
of the creditors. The duration of a bankruptcy proceeding is difficult to predict and a creditor’s return on investment can be adversely affected by delays while the plan of reorganization is being negotiated, approved by the creditors,
confirmed by the bankruptcy court, and until it ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and are paid out of the debtor’s estate before any return to creditors.
Furthermore, bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a bankruptcy reorganization. Because the standard for classification is vague, there exists the risk
that the Fund’s influence with respect to the class of securities it owns can be impaired as a result of increases in the number and amount of claims in that class or by different classification and treatment of that class. Finally, amounts
previously paid to the Fund may be challenged as fraudulent conveyances or preferences as part of a bankruptcy proceeding.
Changing Distribution Level Risk.
The amount of the distributions paid by the Fund will vary and generally depends on the amount of interest income and/or dividends received by the Fund on the securities it holds. The Fund may not be able to pay
distributions or may have to reduce its distribution level if the interest income and/or dividends the Fund receives from its investments decline.
Commodity-related Investment Risk.
The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include demand for the commodity, weather, embargoes,
tariffs, and economic health, political, international, regulatory and other developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may, in turn, reduce market prices and cause the value of
Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets may subject the value of the underlying fund’s investments to greater volatility than other types of
investments. No, or limited, active trading market may exist for certain commodities investments, which may impair the ability to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In
addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Certain types of commodities instruments are subject to the risk that the counterparty to the instrument may not perform or be unable to perform
in accordance
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with the terms of the instrument. The Fund may make
commodity-related investments through, and may invest in one or more underlying funds that make commodity-related investments through, one or more wholly-owned subsidiaries organized outside the U.S. that are generally not subject to U.S. laws
(including securities laws) and their protections. However, any such subsidiary is wholly owned and controlled by the Fund and any underlying fund subsidiary is wholly-owned and controlled by the underlying fund, making it unlikely that the
subsidiary will take action contrary to the interests of the Fund or the underlying fund and their shareholders. Further, any such subsidiaries will be subject to the laws of a foreign jurisdiction, and can be adversely affected by developments in
that jurisdiction.
Concentration Risk.
To the extent that the Fund concentrates its investment in particular issuers, countries, geographic regions, industries or sectors, the Fund may be subject to greater risks of adverse developments in such areas of
focus than a fund that invests in a wider variety of issuers, countries, geographic regions, industries, sectors or investments.
Confidential Information Access Risk.
Portfolio managers may avoid the receipt of material, non-public information (Confidential Information) about the issuers of floating rate loans being considered for acquisition by the Fund, or held in the Fund. In many
instances, issuers of floating rate loans offer to furnish Confidential Information to prospective purchasers or holders of the issuer’s floating rate loans to help potential investors assess the value of the loan. A decision not to receive
Confidential Information from these issuers may disadvantage the Fund as compared to other floating rate loan investors, and may adversely affect the price the Fund pays for the loans it purchases, or the price at which the Fund sells the loans.
Further, in situations when holders of floating rate loans are asked, for example, to grant consents, waivers or amendments, the ability to assess the desirability of such consents, waivers or amendments may be compromised. For these and other
reasons, it is possible that the decision not to receive Confidential Information could adversely affect the Fund’s performance.
Convertible Securities Risk.
Convertible securities are subject to the usual risks associated with debt securities, such as interest rate risk (the risk of losses attributable to changes in interest rates) and credit risk (the risk that the issuer
of a debt security will default or otherwise become unable, or be perceived to be unable or unwilling, to honor a financial obligation, such as making payments to the Fund when due). Convertible securities also react to changes in the value of the
common stock into which they convert, and are thus subject to market risk (the risk that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise). Because the value of a
convertible security can be influenced by both interest rates and the common stock's market movements, a convertible security generally is not as sensitive to interest rates as a similar debt security, and generally will not vary in value in
response to other factors to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities would typically be paid before the company's common stockholders but after holders
of any senior debt obligations of the company. The Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Fund's return.
Counterparty Risk.
The risk exists that a counterparty to a financial instrument held by the Fund or by a special purpose or structured vehicle in which the Fund invests may become insolvent or otherwise fail to perform its obligations due to financial difficulties,
including making payments to the Fund. The Fund may obtain no or limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed. Transactions that the Fund enters into may involve counterparties
in the financial services sector and, as a result, events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Credit Risk.
The
value of loans or fixed-income securities may decline if the borrower or the issuer of the security defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as making
payments to the Fund when due. Various factors could affect the actual or perceived willingness or ability of the borrower or the issuer to make timely interest or principal payments, including changes in the financial condition of the borrower or
the issuer or in general economic conditions. Fixed-income securities backed by an issuer's taxing authority may be subject to legal limits on the issuer's power to increase taxes or otherwise to raise revenue, or may be dependent on legislative
appropriation or government aid. Certain fixed-income securities are backed only by revenues derived from a particular project or source, rather than by an issuer's taxing authority, and thus may have a greater risk of default. Rating agencies
assign credit ratings to certain loans and fixed-income securities to indicate their credit risk. Lower quality or unrated securities held by the Fund may present increased credit risk as compared to higher-rated securities. Non-investment grade
loans or fixed-income securities (commonly called “high-yield” or “junk”) are subject to greater price fluctuations and are more likely to experience a default than investment grade loans or securities and therefore may
expose the Fund to increased credit risk. If the Fund purchases unrated loans or fixed-income securities, or if the ratings of securities held by the Fund are lowered after purchase, the Fund will depend on analysis of credit risk more heavily than
usual. If the issuer of a loan declares bankruptcy or is declared bankrupt, there may be a delay before the Fund can act on the collateral securing the loan, which may adversely affect the Fund. Further, there is a risk that a court could take
action with respect to a loan that is adverse to the holders of the loan. Such actions may include invalidating the loan, the lien on the collateral, the priority status of the loan, or ordering the refund of interest previously paid by the
borrower. Any such actions by a court could adversely affect the Fund’s performance. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously
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placed on it. In order to enforce its rights in the event of a
default, bankruptcy or similar situation, the Fund may be required to retain legal or similar counsel. This may increase the Fund’s operating expenses and adversely affect its NAV. Loans that have a lower priority for repayment in an
issuer’s capital structure may involve a higher degree of overall risk than more senior loans of the same borrower.
Cyber Security Risk.
With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, investment companies such as the Fund and its service providers may be prone to operational and information
security risks resulting from cyber-attacks. In general, cyber-attacks result from deliberate attacks but unintentional events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among other behaviors, stealing or
corrupting data maintained online or digitally, denial-of-service attacks on fund websites, the unauthorized release of confidential information and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, a Fund
or its adviser, subadviser(s), distributor, custodians, transfer agent, Selling Agents and/or other third party service providers may adversely impact a Fund or its shareholders. For instance, cyber-attacks may interfere with the processing of
shareholder transactions, impact a Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines,
penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. The Fund may also incur substantial costs for cyber security risk management in order to prevent any cyber incidents in the future. The
Fund and its shareholders could be negatively impacted as a result. While the Fund or the Fund’s service providers have established business continuity plans and systems designed to prevent such cyber-attacks, there are inherent limitations in
such plans and systems including the possibility that certain risks have not been identified. Similar types of cyber security risks are also present for issuers of securities or other instruments in which the Fund invests, which could result in
material adverse consequences for such issuers, and may cause the Fund’s investment therein to lose value.
Depositary Receipts Risk.
Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary
Receipts (ADRs). Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those of the particular country, which may be related to the particular political, regulatory, economic, social and
other conditions or events occurring in the country and fluctuations in its currency, as well as market risk tied to the underlying foreign company. In addition, ADR holders may have limited voting rights and may not have the same rights afforded
typical company stockholders in the event of a corporate action such as an acquisition, merger or rights offering and may experience difficulty in receiving company stockholder communications. A potential conflict of interest exists to the extent
that the Fund invests in ADRs for which JPMorgan serves as depository bank.
Derivatives Risk.
Derivatives are financial instruments whose value depends on, or is derived from, the value of other underlying assets. Losses involving derivative instruments may be substantial, because a relatively small movement in the price of an underlying
security, instrument, commodity, currency or index may result in a substantial loss for the Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility for the Fund. Derivative
investments will typically increase the Fund’s exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks. Depending on the type and purpose of the Fund’s derivative investments, these risks
may include: correlation risk (there may be an imperfect correlation between the hedge and the opposite position, which is related to hedging risk), counterparty risk (the counterparty to the instrument may not perform or be able to perform in
accordance with the terms of the instrument), leverage risk (losses from the derivative instrument may be greater than the amount invested in the derivative instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that
it is intended to offset, and may offset gains), and/or liquidity risk (it may not be possible for the Fund to liquidate the instrument at an advantageous time or price), each of which may result in significant losses for the Fund.
Derivatives Risk/Commodity-Linked Futures Contracts
Risk.
The loss that may be incurred by the Fund in entering into futures contracts is potentially unlimited and may exceed the amount of the premium. Futures markets are highly volatile and the use of futures by the
Fund may increase the volatility of the Fund’s NAV. Additionally, as a result of the low collateral deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to the
Fund. Futures contracts may be illiquid. The liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced. Furthermore, exchanges may limit fluctuations in futures contract prices during a trading session by imposing a maximum permissible price movement on each futures contract. The Fund may be disadvantaged if it
is prohibited from executing a trade outside the daily permissible price movement. Moreover, to the extent the Fund engages in futures contracts on foreign exchanges, such exchanges may not provide the same protection as U.S. exchanges.
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Derivatives Risk/Commodity-Linked Structured Notes
Risk.
The use of commodity-linked structured notes is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The
Fund’s investments in commodity-linked structured notes involve substantial risks, including risk of loss of interest and principal, lack of a secondary (
i.e.
, liquid) market, and risk of greater volatility than investments in traditional equity and debt markets.
If payment of interest on a commodity-linked
structured note is linked to the value of a particular commodity, commodity index or other economic variable, the Fund might receive lower interest payments (or not receive any of the interest due) on its investments if there is a loss of value of
the underlying investment. Further, to the extent that the amount of principal to be repaid upon maturity is linked to the value of a particular commodity, commodity index or other economic variable, the Fund might not receive a portion (or any) of
the principal at maturity of the investment or upon earlier exchange. At any time, the risk of loss associated with a particular structured note in the Fund’s portfolio may be significantly higher than the value of the note.
A liquid secondary market may not exist for the
commodity-linked structured notes held in the Fund’s portfolio, which may make it difficult for the notes to be sold at a price acceptable to the portfolio managers or to accurately value them. Investment in commodity-linked structured notes
also subjects the Fund to counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument) and hedging risk (the risk that a hedging strategy may not eliminate
the risk that it is intended to offset, and may offset gains), each of which may result in significant losses for the Fund.
The value of the commodity-linked structured notes
may fluctuate significantly because the values of the underlying investments to which they are linked are themselves volatile. Additionally, the particular terms of a commodity-linked structured note may create economic leverage by requiring payment
by the issuer of an amount that is a multiple of the price increase or decrease of the underlying commodity, commodity index, or other economic variable. Economic leverage will increase the volatility of the value of these commodity-linked notes as
they may increase or decrease in value more quickly than the underlying commodity, commodity index or other economic variable.
Derivatives Risk/Commodity-Linked Swaps Risk.
The use of commodity-linked swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Commodity-linked swaps
could result in losses if the underlying asset or reference does not perform as anticipated. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Fund. Such transactions can have the potential
for unlimited losses. Such risk is heightened in the case of short swap transactions. Swaps can involve greater risks than direct investment in the underlying asset, because swaps may be leveraged (creating leverage risk) and are subject to
counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended
to offset, and may offset gains), pricing risk (swaps may be difficult to value) and liquidity risk (the risk that it may not be possible to liquidate a swap position at an advantageous time or price), each of which may result in significant losses
for the Fund.
Derivatives Risk/Credit
Default Swap Indexes Risk.
A credit default swap (CDS) is an agreement between two parties in which one party agrees to make one or more payments to the second party, while the second party assumes the risk of
certain defaults, generally a failure to pay on a referenced debt obligation or the bankruptcy of the obligation’s issuer. As such, a CDS generally enables an investor to buy or sell protection against a credit event. A credit default index
(CDX) is an index of CDS. Credit default swap indexes (CDSX) are swap agreements that are intended to track the performance of a CDX. CDSX allow an investor, such as the Fund, to manage credit risk or to take a position on a basket of debt
obligations more efficiently than transacting in single name CDS. If a credit event occurs in one of the reference issuers, the protection is paid out through the delivery of the defaulted bond by the buyer of protection in return for payment of the
notional value of the defaulted bond by the seller of protection or through a cash settlement between the two parties. The reference issuer is then removed from the index. CDSX are subject to the risk that the Fund’s counterparty will default
on its obligations. If such a default were to occur, any contractual remedies that the Fund may have may be subject to bankruptcy and insolvency laws, which could delay or limit the Fund's recovery. Thus, if the counterparty under a CDSX defaults on
its obligation to make payments thereunder, as a result of its bankruptcy or otherwise, the Fund may lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays. The Fund’s return from
investment in CDSX may not match the return of the referenced index. Further, investment in CDSX could result in losses if the referenced index does not perform as expected. Unexpected changes in the composition of the index may also affect
performance of CDSX. If a referenced index has a dramatic intraday move that causes a material decline in the Fund’s net assets, the terms of the Fund’s CDSX may permit the counterparty to immediately close out the transaction. In that
event, the Fund may be unable to enter into another CDSX or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move.
Derivatives Risk/Credit Default Swaps Risk.
The use of credit default swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. A credit default swap
enables an investor to buy or sell protection against a credit event, such as an issuer’s failure to make timely payments of
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interest or principal, bankruptcy or restructuring. A credit
default swap may be embedded within a structured note or other derivative instrument. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Fund. Swaps can involve greater risks than direct
investment in the underlying securities, because swaps, among other factors, may be leveraged (creating leverage risk, the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument) and
subject the Fund to counterparty risk (the risk that the counterparty to the instrument will not perform or be unable to perform in accordance with the terms of the instrument), hedging risk (the risk that a hedging strategy may not eliminate the
risk that it is intended to offset, and may offset gains), pricing risk (the risk that swaps may be difficult to value) and liquidity risk (it may not be possible for the Fund to liquidate a swap position at an advantageous time or price), each of
which may result in significant losses for the Fund. If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a
risk that no credit event will occur.
Derivatives Risk/Contracts for Difference Risk.
Contracts for differences are swap arrangements in which the parties agree that their return (or loss) will be based on the relative performance of two different groups or baskets of securities or other instruments.
Often, one or both baskets will be an established securities index. The Fund’s return will be based on changes in value of theoretical long futures positions in the securities comprising one basket (with an aggregate face value equal to the
notional amount of the contract for differences) and theoretical short futures positions in the securities comprising the other basket. The Fund also may use actual long and short futures positions and achieve similar market exposure by netting the
payment obligations of the two contracts. If the short basket outperforms the long basket, the Fund will realize a loss – even in circumstances when the securities in both the long and short baskets appreciate in value.
Derivatives Risk/Forward Foreign Currency Contracts
Risk.
The use of these derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. These instruments
are a type of derivative contract, whereby the Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign
market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if
the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts
and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. Unanticipated changes in the currency markets
could result in reduced performance for the Fund or losses. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the
Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. Investment in these instruments also subjects the
Fund, among other factors, to counterparty risk (the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument) and leverage risk (i.e., the risk that losses from the
derivative instrument may be greater than the amount invested in the derivative instruments). The Fund’s strategy of investing in these instruments may not be successful and the Fund may experience significant losses as a result.
Derivatives Risk/Forward Interest Rate Agreements
Risk.
Under forward interest rate agreements, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the
difference between the two rates (based on the notional value of the agreement). If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates (based on the notional value of the
agreement). The Fund may act as a buyer or a seller. Investment in these instruments subjects the Fund to risks, including counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with
the terms of the instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended to offset, and may offset gains) and interest rate risk (the risk of losses attributable to changes in interest rates), each
of which may result in significant losses for the Fund.
Derivatives Risk/Futures Contracts Risk.
The use of futures contracts is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. A futures contract is a sales
contract between a buyer (holding the “long” position) and a seller (holding the “short” position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and
the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The liquidity of the futures markets depends on participants entering
into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price
movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. Moreover, to the extent the Fund engages in futures contracts on
foreign exchanges, such exchanges may not provide
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the same protection as U.S. exchanges. The loss that the Fund may
incur in entering into futures contracts may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Additionally, as a
result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may result in substantial losses for the Fund. Investments in these instruments involve risks, including counterparty
risk (the risk that the counterparty to the instrument may not perform or be able to perform in accordance with the terms of the instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended to offset,
and may offset gains) and pricing risk (the risk that the instrument may be difficult to value), each of which may result in significant losses for the Fund.
Derivatives Risk/Inflation Rate Swaps Risk.
An inflation rate swap is a derivative instrument used to transfer inflation risk from one party to another through an exchange of cash flows. In an inflation rate swap, one party pays a fixed rate on a notional
principal amount, while the other party pays a floating rate linked to an inflation index, such as the Consumer Price Index (CPI). Investments in inflation rate swaps subject the Fund (and, therefore, shareholders) to risks, including hedging risk
(the risk that a hedging strategy may not eliminate the risk that it is intended to offset, and may offset gains), counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the
terms of the instrument), and inflation risk (the risk that inflation rates may change drastically as a result of unexpected shifts in the global economy), each of which may result in significant losses for the Fund.
Derivatives Risk/Inverse Floaters Risk.
Inverse floaters (or inverse variable or floating rate securities) are a type of derivative, long-term fixed income obligation with a variable or floating interest rate that moves in the opposite direction of short-term
interest rates. As short-term interest rates go down, the holders of the inverse floaters receive more income and, as short-term interest rates go up, the holders of the inverse floaters receive less income. Variable rate securities provide for a
specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuer’s credit quality. While inverse floaters tend to provide
more income than similar term and credit quality fixed-rate bonds, they also exhibit greater volatility in price movement. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current
market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features and some may include market-dependent liquidity features that
may present greater liquidity risk. Other risks associated with transactions in inverse floaters include interest rate risk (the risk of losses attributable to changes in interest rates), counterparty risk (the risk that the issuer of a security may
or will default or otherwise become unable, or be perceived to be unable or unwilling, to honor a financial obligation, such as making payments when due) and hedging risk (the risk that a hedging strategy may not eliminate the risk that it is
intended to offset, and may offset gains), each of which may result in significant losses for the Fund.
Derivatives Risk/Options Risk.
The use of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Fund sells a put option, there
is a risk that the Fund may be required to buy the underlying asset at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying asset at a disadvantageous price, and if the call
option sold is not covered (for example, by owning the underlying asset), the Fund's losses are potentially unlimited. Options may be traded on a securities exchange or in the over-the-counter market. These transactions involve other risks,
including counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument) and hedging risk (the risk that a hedging strategy may not eliminate the risk that
it is intended to offset, and may offset gains), each of which may result in significant losses for the Fund.
Derivatives Risk/Swaps Risk.
The use of swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. In a swap transaction, one party agrees
to pay the other party an amount equal to the return, based upon an agreed-upon notional value, of a defined underlying asset or a non-asset reference (such as an index) during a specified period of time. In return, the other party would make
periodic payments based on a fixed or variable interest rate or on the return from a different underlying asset or non-asset reference based upon an agreed-upon notional value. Swaps could result in Fund losses if the underlying asset or reference
does not perform as anticipated. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Fund. Such transactions can have the potential for unlimited losses. Such risk is heightened in the case
of swap transactions involving short exposures. Swaps can involve greater risks than direct investment in the underlying asset, because swaps may be leveraged (creating leverage risk in that the Fund’s exposure and potential losses are greater
than the amount invested) and are subject to counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument), hedging risk (the risk that a hedging strategy
may not eliminate the risk that it is intended to offset, and may offset gains), pricing risk (swaps may be difficult to value) and liquidity risk (it may not be possible to liquidate a swap position at an advantageous time or price), each of which
may result in significant losses for the Fund.
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Derivatives Risk/Portfolio Swaps and Total Return
Swaps Risk.
The use of portfolio swaps or total return swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities
transactions. In a swap transaction, one party agrees to pay the other party an amount equal to the total return of a defined underlying asset (such as an equity security or basket of such securities) or a non-asset reference (such as an index)
during a specified period of time. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference. Portfolio swaps and equity swaps
could result in losses if the underlying asset or reference does not perform as anticipated. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Fund. Such transactions can have the potential
for unlimited losses. Such risk is heightened in the case of short swap transactions. Swaps can involve greater risks than direct investment in the underlying asset, because swaps may be leveraged (creating leverage risk) and are subject to
counterparty risk (the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended
to offset), pricing risk (swaps may be difficult to value) and liquidity risk ( it may not be possible to liquidate a swap position at an advantageous time or price), each of which may result in significant and unanticipated losses to the
Fund.
Derivatives Risk/Total Return Swaps
Risk.
The use of total return swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. In a total return
swap transaction, one party agrees to pay the other party an amount equal to the total return of a defined underlying asset (such as an equity security or basket of such securities) or a non-asset reference (such as an index) during a specified
period of time. In return, the other party makes periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference. Total return swaps could result in Fund losses if the
underlying asset or reference does not perform as anticipated. Such transactions can have the potential for unlimited losses. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Fund. Swaps
can involve greater risks than direct investment in securities, because swaps may be leveraged (creating leverage risk in that the Fund’s exposure and potential losses are greater than the amount invested), and are subject to counterparty risk
(the risk that the counterparty to the instrument will not perform or be able to perform in accordance with the terms of the instrument), hedging risk (the risk that a hedging strategy may not eliminate the risk that it is intended to offset, and
may offset gains), pricing risk (swaps may be difficult to value) and liquidity risk (the risk that it may not be possible for the Fund to liquidate a swap position at an advantageous time or price), which may result in significant losses for the
Fund.
Derivatives Risk/Warrants Risk.
Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance) during a specified
period or perpetually. Warrants may be acquired separately or in connection with the acquisition of securities. Warrants do not carry with them the right to dividends or voting rights and they do not represent any rights in the assets of the issuer.
In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date. Warrants may be subject to the risk that the
securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights. Investment in these instruments also subject the Fund to liquidity risk (the risk that it may not be
possible for the Fund to liquidate the instrument at an advantageous time or price), which may result in significant losses for the Fund.
Distressed Securities Risk.
The Fund may purchase distressed securities of business enterprises involved in workouts, liquidations, reorganizations, bankruptcies and similar situations. Since there is typically substantial uncertainty concerning
the outcome of transactions involving business enterprises in these situations, there is a high degree of risk of loss, including loss of the entire investment.
In bankruptcy, there can be considerable delay in
reaching accord on a restructuring plan acceptable to a bankrupt company’s lenders, bondholders and other creditors and then obtaining the approval of the bankruptcy court. Such delays could result in substantial losses to the investments in
such company’s securities or obligations. Moreover, there is no assurance that a plan favorable to the class of securities held by the Fund will be adopted or that the subject company might not eventually be liquidated rather than
reorganized.
In liquidations (both in and out
of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than
the purchase price of the security in respect of which such distribution is received. It may be difficult to obtain accurate information concerning a company in financial distress, with the result that the analysis and valuation are especially
difficult. The market for securities of such companies tends to be illiquid and sales may be possible only at substantial discounts.
Dollar Rolls Risk.
Dollar rolls are transactions in which the Fund sells securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk that the market value of the
securities the Fund is obligated to repurchase may decline below the repurchase price, or that the counterparty may default
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on its obligations. These transactions may also increase the
Fund’s portfolio turnover rate. If the Fund reinvests the proceeds of the security sold, the Fund will also be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk).
Derivatives Risk/Equity-Linked Notes Risk.
An equity-linked note (ELN) is a debt instrument whose value is based on the value of a single equity security, basket of equity securities or an index of equity securities (each, an Underlying Equity). An ELN typically
provides interest income, thereby offering a yield advantage over investing directly in an Underlying Equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, including securities
offered and sold under Rule 144A of the Securities Act of 1933, as amended. The Fund may also purchase an ELN in a privately negotiated transaction with the issuer of the ELN (or its broker-dealer affiliate). The Fund's investment in ELNs has the
potential to lead to significant losses because ELNs are subject to the market and volatility risks associated with their Underlying Equity, and to additional risks not typically associated with investments in listed equity securities, such as
liquidity risk, credit risk of the issuer and concentration risk. The liquidity of unlisted ELNs is normally determined by the willingness of the issuer to make a market in the ELN. While the Fund will seek to purchase ELNs only from issuers that it
believes to be willing to, and capable of, repurchasing the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell any ELN at such a price or at all. This may impair the Fund’s ability to enter into other
transactions at a time when doing so might be advantageous. In addition, because ELNs often take the form of unsecured notes of the issuer, the Fund would be subject to the risk that the issuer may default on its obligations under the ELN, thereby
subjecting the Fund to the further risk of being too concentrated in the securities (including ELNs) of that issuer. The Fund may or may not hold an ELN until its maturity.
Emerging Market Securities Risk.
Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more likely to have
greater exposure to the risks of investing in foreign securities that are described in
Foreign Securities Risk
. In addition, emerging market
countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political, economic or other conditions. Their economies are usually less mature and their securities markets are typically
less developed with more limited trading activity (
i.e.
, lower trading volumes and less liquidity) than more developed countries. Emerging market
securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and
economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid changes in inflation rates and may have hostile
relations with other countries.
Operational and Settlement Risks of Securities in
Emerging Markets.
In addition to having less developed securities markets, banks in emerging markets that are eligible foreign sub-custodians may be recently organized, lack extensive operating experience or lack
effective government oversight or regulation. In addition, there may be legal restrictions or limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian.
Because settlement systems may be less organized than in developed markets and because delivery versus payment settlement may not be possible or reliable, there may be a greater risk that settlement may be delayed and that cash or securities of the
Fund may be lost because of failures of or defects in the system, including fraud or corruption. Settlement systems in emerging markets also have a higher risk of failed trades.
Risks Related to Currencies and Corporate Actions in
Emerging Markets.
Risks related to currencies and corporate actions are also greater in emerging market countries than in developed countries. For example, some emerging market countries may have fixed or managed
currencies that are not free-floating against the U.S. dollar. Further, certain currencies may not be traded internationally, or countries may have varying exchange rates. Some emerging market countries have a higher risk of currency devaluations,
and some of these countries may experience sustained periods of high inflation or rapid changes in inflation rates which can have negative effects on a country’s economy and securities markets. Corporate action procedures in emerging market
countries may be less reliable and have limited or no involvement by the depositories and central banks. Lack of standard practices and payment systems can lead to significant delays in payment.
Risks Related to Corporate and Securities Laws in
Emerging Markets.
Securities laws in emerging markets may be relatively new and unsettled and, consequently, there is a risk of rapid and unpredictable change in laws regarding foreign investment, securities
regulation, title to securities and shareholder rights. Accordingly, foreign investors may be adversely affected by new or amended laws and regulations. In addition, the systems of corporate governance to which issuers in certain emerging markets
are subject may be less advanced than the systems to which issuers located in more developed countries are subject, and therefore, shareholders of such issuers may not receive many of the protections available to shareholders of issuers located in
more developed countries. These risks may be heightened in China and Russia.
China Stock Connect Risk.
The risks noted here are in addition to the risks described under Emerging Market Securities Risk. A Fund may purchase shares in mainland China-based companies
that trade on Chinese stock exchanges such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (China A-Shares) through the Shanghai—Hong Kong Stock Connect (Stock
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Connect), a mutual market access program designed to, among other
things, enable foreign investment in the People’s Republic of China (PRC) via brokers in Hong Kong. There are significant risks inherent in investing in China A-Shares through Stock Connect. The underdeveloped state of PRC’s investment
and banking systems subjects the settlement, clearing, and registration of China A-Shares transactions to heightened risks. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are
available in both markets on the corresponding settlement days. As such, if either or both markets are closed on a U.S. trading day, a Fund may not be able to dispose of its China A-Shares in a timely manner, which could adversely affect the
Fund’s performance. PRC regulations require that a fund that wishes to sell its China A-Shares pre-deliver the China A-Shares to a broker. If the China A-Shares are not in the broker’s possession before the market opens on the day of
sale, the sell order will be rejected. This requirement could also limit a fund’s ability to dispose of its China A-Shares purchased through Stock Connect in a timely manner. Additionally, Stock Connect is subject to daily quota limitations on
purchases of China A-Shares. Once the daily quota is reached, orders to purchase additional China A-Shares through Stock Connect will be rejected. A Fund’s investment in China A-Shares may only be traded through Stock Connect and is not
otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the Fund’s shares will be registered in its custodian’s name on the Central Clearing and Settlement System. This may limit the ability of the Investment
Manager (and/or any subadviser, as the case may be) to effectively manage a Fund, and may expose the Fund to the credit risk of its custodian or to greater risk of expropriation. Investment in China A-Shares through Stock Connect may be available
only through a single broker that is an affiliate of the Fund’s custodian, which may affect the quality of execution provided by such broker. Stock Connect restrictions could also limit the ability of a Fund to sell its China A-Shares in a
timely manner, or to sell them at all. Further, different fees, costs and taxes are imposed on foreign investors acquiring China A-Shares acquired through Stock Connect, and these fees, costs and taxes may be higher than comparable fees, costs and
taxes imposed on owners of other securities providing similar investment exposure.
Event-Driven Trading Risk.
The Fund may seek to profit from the occurrence of specific corporate or other events. A delay in the timing of these events, or the failure of these events to occur at all, may have a significant negative effect on the
Fund’s performance.
Event-driven
investing requires the relevant manager to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the
effect foreseen, losses can result. For example, the adoption of new business strategies, a meaningful change in management or the sale of a division or other significant assets by a company may not be valued as highly by the market as the manager
had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors.
Exchange-Traded Fund (ETF) Risk.
An ETF’s share price may not track its specified market index (if any) and may trade below its net asset value. Certain ETFs use a “passive” investment strategy and do not take defensive positions in
volatile or declining markets. Other ETFs in which the Fund may invest are actively managed ETFs (
i.e.
, they do not track a particular benchmark),
which indirectly subjects the Fund to active management risk. An active secondary market in an ETF’s shares may not develop or be maintained and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or
other reasons. There can be no assurance an ETF’s shares will continue to be listed on an active exchange. In addition, shareholders bear both their proportionate share of the Fund’s expenses and similar expenses incurred through
ownership of the ETF.
The Fund
generally expects to purchase shares of ETFs through broker-dealers in transactions on a securities exchange, and in such cases the Fund will pay customary brokerage commissions for each purchase and sale. Shares of an ETF may also be acquired by
depositing a specified portfolio of the ETF’s underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit, with the ETF’s custodian, in exchange
for which the ETF will issue a quantity of new shares sometimes referred to as a “creation unit”. Similarly, shares of an ETF purchased on an exchange may be accumulated until they represent a creation unit, and the creation unit may be
redeemed in kind for a portfolio of the underlying securities (based on the ETF’s net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption. The Funds may redeem creation units for the
underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities (and any required cash) to purchase creation units. The Funds’ ability to redeem creation units may be limited by the 1940 Act, which
provides that ETFs, the shares of which are purchased in reliance on Section 12(d)(1)(F) of the 1940 Act, will not be obligated to redeem such shares in an amount exceeding one percent of their total outstanding securities during any period of less
than 30 days.
Foreign Currency Risk.
The performance of the Fund may be materially affected positively or negatively by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its
assets in foreign securities or other assets denominated in currencies other than the U.S. dollar. Currency rates in foreign countries may fluctuate
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significantly over short or long periods of time for a number of
reasons, including changes in interest rates, imposition of currency controls and economic or political developments in the U.S. or abroad. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars and
vice versa.
Foreign Currency-related Tax Risk.
As a regulated investment company (RIC), the Fund must derive at least 90% of its gross income for each taxable year from sources treated as “qualifying income” under the Internal Revenue Code of 1986, as
amended. The Fund may gain exposure to local currency markets through forward currency contracts. Although foreign currency gains currently constitute “qualifying income,” the Treasury Department has the authority to issue regulations
excluding from the definition of “qualifying income” a RIC’s foreign currency gains not “directly related” to its “principal business” of investing in stock or securities (or options and futures with respect
thereto). Such regulations might treat gains from some of the Fund’s foreign currency-denominated positions as not qualifying income and there is a remote possibility that such regulations might be applied retroactively, in which case, the
Fund might not qualify as a RIC for one or more years. In the event the Treasury Department issues such regulations, the Fund’s Board may authorize a significant change in investment strategy or the Fund’s liquidation.
Foreign Securities Risk.
Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely volatile. The
performance of the Fund may be negatively impacted by fluctuations in a foreign currency’s strength or weakness relative to the U.S. dollar. Foreign securities may also be less liquid than securities of U.S. companies so that the Fund may, at
times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes on the Fund’s income, capital gains or proceeds from the
disposition of foreign securities, which could reduce the Fund’s return on such securities. Other risks include: possible delays in the settlement of transactions or in the payment of income; generally less publicly available information about
foreign companies; the impact of economic, political, social, diplomatic or other conditions or events; possible seizure, expropriation or nationalization of a company or its assets or the assets of a particular investor or category of investors;
possible imposition of currency exchange controls; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies; the imposition of economic and other sanctions
against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be held in the local markets. In addition, it may be difficult to obtain
reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less
developed a country’s securities market is, the greater the level of risks. The risks posed by sanctions against a particular foreign country, its nationals or industries or businesses within the country may be heightened to the extent the
Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets.
Operational and Settlement Risks of Foreign
Securities.
The Fund’s foreign securities are generally held outside the United States in the primary market for the securities in the custody of certain eligible foreign banks and trust companies
(“foreign sub-custodians”), as permitted under the Investment Company Act of 1940 (the 1940 Act). Settlement practices for foreign securities may differ from those in the United States. Some countries have limited governmental oversight
and regulation of industry practices, stock exchanges, depositories, registrars, brokers and listed companies, which increases the risk of corruption and fraud and the possibility of losses to the Fund. In particular, under certain circumstances,
foreign securities may settle on a delayed delivery basis, meaning that the Fund may be required to make payment for securities before the Fund has actually received delivery of the securities or deliver securities prior to the receipt of payment.
Typically, in these cases, the Fund will receive evidence of ownership in accordance with the generally accepted settlement practices in the local market entitling the Fund to delivery or payment at a future date, but there is a risk that the
security will not be delivered to the Fund or that payment will not be received, although the Fund and its foreign sub-custodians take reasonable precautions to mitigate this risk. Losses can also result from lost, stolen or counterfeit securities;
defaults by brokers and banks; failures or defects of the settlement system; or poor and improper record keeping by registrars and issuers.
Share Blocking.
Share blocking refers to a practice in certain foreign markets under which an issuer’s securities are blocked from trading at the custodian or sub-custodian level for a specified number of days before and, in certain instances, after a
shareholder meeting where a vote of shareholders takes place. The blocking period can last up to several weeks. Share blocking may prevent the Fund from buying or selling securities during this period, because during the time shares are blocked,
trades in such securities will not settle. It may be difficult or impossible to lift blocking restrictions, with the particular requirements varying widely by country. As a consequence of these restrictions, the Investment Manager, on behalf of the
Fund, may abstain from voting proxies in markets that require share blocking.
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Forward Commitments on Mortgage-backed Securities
(including Dollar Rolls) Risk.
When purchasing mortgage-backed securities in the “to be announced” (TBA) market (MBS TBAs), the seller agrees to deliver mortgage-backed securities for an agreed upon
price on an agreed upon date, but may make no guarantee as to the specific securities to be delivered. In lieu of taking delivery of mortgage-backed securities, the Fund could enter into dollar rolls, which are transactions in which the Fund sells
securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk that the market value of the securities the Fund is obligated to repurchase may
decline below the repurchase price, or that the counterparty may default on its obligations. These transactions may also increase the Fund’s portfolio turnover rate. If the Fund reinvests the proceeds of the security sold, the Fund will also
be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk). MBS TBAs and dollar rolls are subject to counterparty risk.
Frontier Market
Risk.
Frontier market countries generally have smaller economies and even less developed capital markets than typical emerging market countries (which themselves have increased investment risk relative to more
developed market countries) and, as a result, the risks of investing in emerging market countries are magnified when the Fund invests in frontier market countries. The increased risks include: the potential for extreme price volatility and
illiquidity in frontier market countries; government ownership or control of parts of the private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures
imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Securities issued by foreign governments or companies in frontier market
countries are even more likely than emerging markets securities to have greater exposure to the risks of investing in foreign securities that are described in
Foreign Securities Risk
.
Fund-of-Funds Risk.
Determinations regarding asset classes or underlying funds and the Fund’s allocations thereto may not successfully achieve the Fund’s investment objective, in whole or in part. The selected underlying funds’ performance may be
lower than the performance of the asset class they were selected to represent or may be lower than the performance of alternative underlying funds that could have been selected to represent the asset class. The Fund also is exposed to the same risks
as the underlying funds in direct proportion to the allocation of its assets among the underlying funds. By investing in a combination of underlying funds, the Fund has exposure to the risks of many areas of the market. The ability of the Fund to
realize its investment objective will depend, in large part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their respective investment objectives. The
performance of underlying funds could be adversely affected if other entities that invest in the same underlying funds make relatively large investments or redemptions in such underlying funds. The Fund, and its shareholders, indirectly bear a
portion of the expenses of any funds in which the Fund invests. Because the expenses and costs of each underlying fund are shared by its investors, redemptions by other investors in an underlying fund could result in decreased economies of scale and
increased operating expenses for such fund. These transactions might also result in higher brokerage, tax or other costs for an underlying fund. This risk may be particularly important when one investor owns a substantial portion of an underlying
fund. The Investment Manager may have potential conflicts of interest in selecting affiliated funds over unaffiliated funds for investment by the Fund, and may also face potential conflicts of interest in selecting affiliated funds, because the fees
the Investment Manager receives from some underlying funds may be higher than the fees paid by other underlying funds.
Geographic Concentration Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. Currency
devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s NAV may be more volatile than
the NAV of a more geographically diversified fund.
Growth Securities Risk.
Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value and may decline
in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Hedging Transactions Risk.
The Fund may invest in securities and utilize financial instruments for a variety of hedging purposes. Hedging transactions may limit the opportunity for gain if the value of the portfolio position should increase.
There can be no assurance that the Fund will engage in hedging transactions at any given time, even under volatile market conditions, or that any hedging transactions the Fund engages in will be successful. Moreover, it may not be possible for the
Fund to enter into a hedging transaction at a price sufficient to protect its assets. The Fund may not anticipate a particular risk so as to hedge against it.
Hedging against a decline in the value of a
portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the
decline in the portfolio positions’ value. Such hedging transactions also limit the opportunity
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for gain if the value of the portfolio position should increase.
Moreover, it may not be possible for the Fund to hedge against an exchange rate, interest rate or security price fluctuation that is so generally anticipated that the Fund is not able to enter into a hedging transaction at a price sufficient to
protect its assets from the decline in value of the portfolio positions anticipated as a result of such fluctuations.
The Fund is not required to attempt to hedge
portfolio positions and, for various reasons, may determine not to do so. Furthermore, the Fund may not anticipate a particular risk so as to hedge against it. While the Fund may enter into hedging transactions to seek to reduce risk, such
transactions may result in a poorer overall performance for the Fund than if the Fund had not engaged in any such hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and
price movements in the portfolio position being hedged may vary. For a variety of reasons, the Fund may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation
may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Fund’s
portfolio holdings. Moreover, it should be noted that a portfolio will always be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular securities and counterparties), liquidity risk and widening risk.
High-Yield Securities Risk.
Securities rated below investment grade (commonly called “high-yield” or “junk” bonds) and unrated securities of comparable quality tend to be more sensitive to credit risk than higher-rated
securities and may experience greater price fluctuations in response to perceived changes in the ability of the issuing entity or obligor to pay interest and principal when due than to changes in interest rates. These investments are generally more
likely to experience a default than higher-rated securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. These securities typically pay a
premium — a higher interest rate or yield — because of the increased risk of loss, including default. High-yield securities may require a greater degree of judgment to establish a price, may be difficult to sell at the time and price the
Fund desires, may carry high transaction costs, and also are generally less liquid than higher-rated securities. The securities ratings provided by third party rating agencies are based on analyses by these ratings agencies of the credit quality of
the securities and may not take into account every risk related to whether interest or principal will be timely repaid. In adverse economic and other circumstances, issuers of lower-rated securities are more likely to have difficulty making
principal and interest payments than issuers of higher-rated securities.
Highly Leveraged Transactions Risk.
The loans or other securities in which the Fund invests may consist of transactions involving refinancings, recapitalizations, mergers and acquisitions and other financings for general corporate purposes. The
Fund’s investments also may include senior obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code (commonly known as “debtor-in-possession” financings), provided that
such senior obligations are determined by the Fund’s portfolio managers to be a suitable investment for the Fund. In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to
attempt to achieve its business objectives. Such business objectives may include but are not limited to: management’s taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged
recapitalization); or acquiring another company. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments.
Impairment of Collateral Risk.
The value of collateral, if any, securing a loan can decline, and may be insufficient to meet the borrower’s obligations or difficult or costly to liquidate. In addition, the Fund’s access to collateral may
be limited by bankruptcy or other insolvency laws. Further, certain floating rate and other loans may not be fully collateralized and may decline in value.
Inflation-Protected Securities Risk.
Inflation-protected debt securities tend to react to changes in real interest rates. Real interest rates can be described as nominal interest rates minus the expected impact of inflation. In general, the price of an
inflation-protected debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-protected debt securities will vary as the principal and/or interest is adjusted for inflation and may be
more volatile than interest paid on ordinary bonds. In periods of deflation, the Fund may have no income at all from such investments. Income earned by a shareholder depends on the amount of principal invested, and that principal will not grow with
inflation unless the shareholder reinvests the portion of Fund distributions that comes from inflation adjustments. A Fund’s investment in certain inflation-protected debt securities may generate taxable income in excess of the interest they
pay to the Fund, which may cause the Fund to sell investments to obtain cash to make income distributions to shareholders, including at times when it may not be advantageous to do so.
IPO Risk.
IPOs are
subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in IPOs, it may not be able to invest to the extent desired, because, for example, only a small portion (if
any) of the securities being offered in an IPO are available to the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is
able
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to do so. In addition, as the Fund increases in size, the impact of
IPOs on the Fund’s performance will generally decrease. IPOs sold within 12 months of purchase may result in increased short-term capital gains, which will be taxable to the Fund’s shareholders as ordinary income.
Interest Rate Risk.
Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt securities tend to fall, and if interest rates fall, the values of debt securities tend to rise.
Changes in the value of a debt security usually will not affect the amount of income the Fund receives from it but will usually affect the value of the Fund's shares. In general, the longer the maturity or duration of a debt security, the greater
its sensitivity to changes in interest rates. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk. Similarly, a period of rising interest rates may negatively impact the
Fund’s performance. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the value of fixed-income securities held by the Fund, resulting in a negative impact on
the Fund's performance and NAV. Securities with floating coupon rates are typically less sensitive to interest rate changes, but these securities may decline in value if their coupon rates do not rise as much as, or keep pace with, yields on such
types of securities. Because rates on certain floating rate loans and other debt securities reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause fluctuations in the
Fund’s NAV.
Investing in Other
Funds Risk.
The Fund’s investment in other funds (affiliated and/or unaffiliated funds, including exchange-traded funds (ETFs)) subjects the Fund to the investment performance (positive or negative) and risks
of the underlying funds in direct proportion to the Fund’s investment therein. In addition, investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing
in ETFs. The performance of the underlying funds could be adversely affected if other investors in the same underlying funds make relatively large investments or redemptions in such underlying funds. The Fund, and its shareholders, indirectly bear a
portion of the expenses of any funds in which the Fund invests. Because the expenses and costs of a fund are shared by its investors, redemptions by other investors in the underlying funds could result in decreased economies of scale and increased
operating expenses for such fund. These transactions might also result in higher brokerage, tax or other costs for the underlying funds. This risk may be particularly important when one investor owns a substantial portion of the underlying funds.
The Investment Manager may have potential conflicts of interest in selecting affiliated underlying funds for investment by the Fund because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds, as well
as a potential conflict in selecting affiliated funds over unaffiliated funds. Also, to the extent that the Fund is constrained/restricted from investing (or investing further) in a particular underlying fund for one or more reasons (e.g.,
underlying fund capacity constraints or regulatory restrictions) or if the Fund chooses to sell its investment in an underlying fund because of poor investment performance or for other reasons, the Fund may have to invest in one or more other
underlying funds, including less desirable funds – from a strategy or investment performance standpoint – which could have a negative impact on Fund performance. In addition, Fund performance could be negatively impacted if one or more
appropriate alternate underlying funds are not identified or available for investment timely or at all.
Issuer Risk.
An
issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.
Leverage Risk.
Leverage occurs when the Fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. Because short sales involve borrowing securities and then selling them, the Fund’s
short sales effectively leverage the Fund’s assets. The Fund’s assets that are used as collateral to secure the Fund’s obligations to return the securities sold short may decrease in value while the short positions are outstanding,
which may force the Fund to use its other assets to increase the collateral. Leverage can create an interest expense that may lower the Fund's overall returns. Leverage presents the opportunity for increased net income and capital gains, but may
also exaggerate the Fund’s volatility and risk of loss. There can be no guarantee that a leveraging strategy will be successful.
Liquidity Risk.
Liquidity risk is the risk associated with a lack of marketability of investments which may make it difficult to sell the investment at a desirable time or price. Decreases in the number of financial institutions willing to make markets in the
Fund’s investments or in their capacity or willingness to trade such investments may increase the Fund’s exposure to this risk. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit
environments) may also adversely affect the liquidity of the Fund's investments. The Fund may have to accept a lower selling price for the holding, sell other investments, or forego another, more appealing investment opportunity. Judgment plays a
larger role in valuing these investments as compared to valuing more liquid investments. Price volatility may be higher for illiquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to
liquid investments). Generally, the less liquid
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the market at the time the Fund sells a portfolio investment, the
greater the risk of loss or decline of value to the Fund. Price volatility, liquidity of the market and other factors can lead to an increase in Fund redemptions, which may negatively impact Fund performance and NAV, including, for example, if the
Fund is forced to sell securities in a down market.
Listed Private Equity Fund Investment Risk.
Private equity funds include financial institutions or vehicles whose principal business is to invest in and lend capital to privately held companies. The Fund is subject to the underlying risks that affect private
equity funds in which it invests, which may include increased liquidity risk, valuation risk, sector risk and credit risk. Limited or incomplete information about the companies in which private equity funds invest, and relatively concentrated
investment portfolios of private equity funds, may expose the Fund to greater volatility and risk of loss. Fund investment in private equity funds subjects Fund shareholders indirectly to the fees and expenses incurred by private equity
funds.
Macro Strategy Risk.
The profitability of any macro program depends primarily on the ability of its manager to predict derivative contract price movements to implement investment theses regarding macroeconomic trends. Price movements for
commodity interests are influenced by, among other things: changes in interest rates; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; weather and climate conditions; natural disasters, such as
hurricanes; changing supply and demand relationships; changes in balances of payments and trade; U.S. and international rates of inflation and deflation; currency devaluations and revaluations; U.S. and international political and economic events;
and changes in philosophies and emotions of market participants. The manager’s trading methods may not take all of these factors into account.
The global macro programs to which the Fund’s
investments are exposed typically use derivative financial instruments that are actively traded using a variety of strategies and investment techniques that involve significant risks. The derivative financial instruments traded include commodities,
currencies, futures, options and forward contracts and other derivative instruments that have inherent leverage and price volatility that result in greater risk than instruments used by typical mutual funds, and the systematic programs used to trade
them may rely on proprietary investment strategies that are not fully disclosed, which may in turn result in risks that are not anticipated.
Market Risk.
Market
risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. Security values may fall or fail to rise because of a variety of actual or
perceived factors affecting an issuer (e.g., an unfavorable earnings report), the industry or sector in which it operates, or the market as a whole, which may reduce the value of an investment in the Fund. Accordingly, an investment in the Fund
could lose money over short or long periods. The market values of the securities the Fund holds can be affected by changes or perceived changes in U.S. or foreign economies and financial markets, and the liquidity of these securities, among other
factors. Although equity securities generally tend to have greater price volatility than debt securities, under certain market conditions, debt securities may have comparable or greater price volatility. In addition, stock prices may be sensitive to
rising interest rates, as the cost of capital rises and borrowing costs increase.
Master Limited Partnership Risk.
Investments in securities (units) of master limited partnerships involve risks that differ from an investment in common stock. Holders of these units have more limited rights to vote on matters affecting the
partnership. These units may be subject to cash flow and dilution risks. There are also certain tax risks associated with such an investment. In particular, the Fund’s investment in master limited partnerships can be limited by the
Fund’s intention to qualify as a regulated investment company for U.S. federal income tax purposes, and can limit the Fund’s ability to so qualify. In addition, conflicts of interest may exist between common unit holders, subordinated
unit holders and the general partner of a master limited partnership, including a conflict arising as a result of incentive distribution payments. In addition, there are risks related to the general partner’s right to require unit holders to
sell their common units at an undesirable time or price.
Mid-Cap Company Securities Risk.
Securities of mid-capitalization companies (mid-cap companies) can, in certain circumstances, have more risk than securities of larger capitalization companies (larger companies). For example, mid-cap companies may be
more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and business operations. Mid-cap companies are also more likely than larger companies to have
more limited product lines and operating histories and to depend on smaller management teams. Securities of mid-cap companies may trade less frequently and in smaller volumes and may fluctuate more sharply in value than securities of larger
companies. When the Fund takes significant positions in mid-cap companies with limited trading volumes, the liquidation of those positions, particularly in a distressed market, could be difficult and result in Fund investment losses. In addition,
some mid-cap companies may not be widely followed by the investment community, which can lower the demand for their stocks.
Model and Technology Risk.
Investment strategies or programs that are fundamentally dependent on proprietary or licensed technology, such as, among other things, hardware, software, model-based strategies, data gathering systems, order execution,
and trade allocation systems, and/or risk management systems may not be successful on an ongoing basis or could contain errors, omissions, imperfections, or malfunctions. Any such errors, imperfections or limitations in a model could affect
the
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ability of the manager to implement strategies. Despite testing,
monitoring and independent safeguards, these errors may result in, among other things, execution and allocation failures and failures to properly gather and organize data — all of which may have a negative effect on the Fund.
Such errors are often extremely difficult to detect
and some may go undetected for long periods of time and some may never be detected. The adverse impact caused by these errors can compound over time. A manager (and/or the licensor of the models or technology) may detect certain errors that it
chooses, in its sole discretion, not to address or fix. By necessity, models make simplifying assumptions that limit their efficacy. Models that appear to explain prior market data can fail to predict future market events. Moreover, an increasing
number of market participants may rely on models that are similar to those used by a manager (or an affiliate of a manager), which may result in a substantial number of market participants taking the same action with respect to an investment. Should
one or more of these other market participants begin to divest themselves of one or more portfolio investments, the Fund could suffer losses.
Money Market Fund Investment Risk.
An investment in a money market fund is not a bank deposit and is not insured or guaranteed by any bank, the FDIC or any other government agency. Although money market funds seek to preserve the value of investments at
$1.00 per share, it is possible for the Fund to lose money by investing in money market funds. In addition to the fees and expenses that the Fund directly bears, the Fund indirectly bears the fees and expenses of any money market funds in which it
invests, including affiliated money market funds. To the extent these fees and expenses, along with the fees and expenses of any other funds in which the Fund may invest, are expected to equal or exceed 0.01% of the Fund’s average daily net
assets, they will be reflected in the Annual Fund Operating Expenses set forth in the table under “Fees and Expenses of the Fund.” By investing in a money market fund, the Fund will be exposed to the investment risks of the money market
fund in direct proportion to such investment. The money market fund may not achieve its investment objective. The Fund, through its investment in the money market fund, may not achieve its investment objective. To the extent the Fund invests in
instruments such as derivatives, the Fund may hold investments, which may be significant, in money market fund shares to cover its obligations resulting from the Fund’s investments in derivatives.
Mortgage- and Other Asset-Backed Securities Risk.
The value of any mortgage-backed and other asset-backed securities held by the Fund may be affected by, among other things, changes or perceived changes in: interest rates; factors concerning the interests in and
structure of the issuer or the originator of the mortgages or other assets; the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements; or the market's assessment of the quality of
underlying assets. Mortgage-backed securities represent interests in, or are backed by, pools of mortgages from which payments of interest and principal (net of fees paid to the issuer or guarantor of the securities) are distributed to the holders
of the mortgage-backed securities. Other types of asset-backed securities typically represent interests in, or are backed by, pools of receivables such as credit, automobile, student and home equity loans. Mortgage- and other asset-backed securities
can have a fixed or an adjustable rate. Mortgage- and other asset-backed securities are subject to prepayment risk, which is the possibility that the underlying mortgage or other asset may be refinanced or prepaid prior to maturity during periods of
declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of mortgage- and other asset-backed securities may be difficult to
predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of mortgage- and other asset-backed securities, making them more volatile and more sensitive to changes in interest rates. Payment of principal
and interest on some mortgage-backed securities (but not the market value of the securities themselves) may be guaranteed (i) by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the Government National
Mortgage Association) or (ii) by its agencies, authorities, enterprises or instrumentalities (in the case of securities guaranteed by the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)), which are
not insured or guaranteed by the U.S. Government (although FNMA and FHLMC may be able to access capital from the U.S. Treasury to meet their obligations under such securities). Mortgage-backed securities issued by non-governmental issuers (such as
commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various credit enhancements, such as pool insurance, guarantees issued by governmental
entities, letters of credit from a bank or senior/subordinated structures, and may entail greater risk than obligations guaranteed by the U.S. Government, whether or not such obligations are guaranteed by the private issuer.
Multi-Strategy Risk.
The multi-strategy approach employed by the Fund involves special risks, which include the risk that investment decisions, at the Fund or the underlying fund level, may conflict with each other; for example, at any particular time, one manager may
be purchasing shares of an issuer whose shares are being sold by another manager. Consequently, the Fund could indirectly incur transaction costs without accomplishing any net investment result. Also, managers may use proprietary or licensed
investment strategies that are based on considerations and factors that are not fully disclosed to the Fund or other investors.
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Moreover, consistent with the Fund’s
investment objectives, these proprietary or licensed investment strategies, which may include quantitative mathematical models or systems, may be changed or refined over time. A manager (or the licensor of the strategies used by the manager) may
make certain changes to the strategies the manager has previously used, may not use such strategies at all (or the manager’s license may be revoked), or may use additional strategies, where such changes or discretionary decisions, and the
reasons for such changes or decisions, are also not disclosed to the Fund or other investors. These strategies may involve risks under some market conditions that are not anticipated by the Investment Manager or the Fund.
Municipal Securities Risk.
Municipal securities are debt obligations generally issued to obtain funds for various public purposes, including general financing for state and local governments, or financing for a specific project or public
facility, and include obligations of the governments of the U.S. territories, commonwealths and possessions such as Puerto Rico, the Virgin Islands, Guam and the Northern Mariana Islands to the extent such obligations are exempt from state and
federal income taxes. Municipal securities can be significantly affected by political and legislative changes at the state or federal level. Municipal securities may be fully or partially backed by the taxing authority of the local government, by
the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets or by domestic or foreign entities providing credit support, such as letters of credit, guarantees or insurance, and are generally
classified into general obligation bonds and special revenue obligations. General obligation bonds are backed by an issuer's taxing authority and may be vulnerable to limits on a government's power or ability to raise revenue or increase taxes. They
may also depend for payment on legislative appropriation and/or funding or other support from other governmental bodies. Revenue obligations are payable from revenues generated by a particular project or other revenue source, and are typically
subject to greater risk of default than general obligation bonds because investors can look only to the revenue generated by the project or other revenue source backing the project, rather than to the general taxing authority of the state or local
government issuer of the obligations. Because many municipal securities are issued to finance projects in sectors such as education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market.
Municipal securities generally pay interest that, in the opinion of bond counsel, is free from U.S. federal income tax (and, in some cases, the federal alternative minimum tax). There is no assurance that the Internal Revenue Service (IRS) will
agree with this opinion or that U.S. federal income tax law will not change. In the event the IRS determines that the issuer does not comply with relevant tax requirements or U.S. federal income tax law changes, interest payments from a security
could become federally taxable, possibly retroactively to the date the security was issued, and the value of the security would likely fall. As a shareholder of the Fund, you may be required to file an amended tax return and pay additional taxes as
a result. The amount of publicly available information for municipal issuers is generally less than for corporate issuers.
Certain of the municipalities or territories in
which the Fund may invest have recently experienced significant financial difficulties. A credit rating downgrade relating to, default by, or insolvency or bankruptcy of, one or several municipal security issuers of a state, territory, commonwealth
or possession in which the Fund invests could affect the market values and marketability of many or all municipal obligations of such state, territory, commonwealth or possession.
Opportunistic Investing Risk.
Undervalued securities involve the risk that they may never reach their expected full market value, either because the market fails to recognize the security's intrinsic worth or the expected value was misgauged.
Undervalued securities also may decline in price even though the Investment Manager believes they are already undervalued. Turnaround companies may never improve their fundamentals, may take much longer than expected to improve, or may improve much
less than expected. Development stage companies could fail to develop and deplete their assets, resulting in large percentage losses.
Preferred Stock
Risk.
Preferred stock is a type of stock that generally pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does
not ordinarily carry voting rights. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which
the stock trades. The most significant risks associated with investments in preferred stock include issuer risk, market risk and interest rate risk (
i.e.
, the risk of losses attributable to changes in interest rates).
Prepayment and Extension Risk.
Prepayment risk is the risk that a loan, bond or other security or investment might be called or otherwise converted, prepaid or redeemed before maturity, and extension risk is the risk that the investment might not be
called as expected. In the case of prepayment risk, if the investment is converted, prepaid or redeemed before maturity, particularly during a time of declining interest rates or spreads, the portfolio managers may not be able to invest the proceeds
in other investments providing as high a level of income, resulting in a reduced yield to the Fund. Conversely, in the case of extension risk, as interest rates rise or spreads widen, the likelihood of prepayment decreases and the maturity of the
investment may extend the life of the investment beyond the prepayment time. If the Fund's investments are locked in at a lower interest rate for a longer period of time, the portfolio managers may be unable to capitalize on securities with higher
interest rates or wider spreads.
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Quantitative Model Risk.
The Fund may use quantitative methods to select investments. Securities or other investments selected using quantitative methods may perform differently from the market as a whole or from their expected performance for
many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. Any errors or imperfections in the Fund portfolio manager’s
quantitative analyses or models, or in the data on which they are based, could adversely affect the portfolio manager’s effective use of such analyses or models, which in turn could adversely affect the Fund’s performance. It is not
possible or practicable for a manager to factor all relevant, available data into quantitative model forecasts and/or trading decisions. Quantitative managers will use their discretion to determine what data to gather with respect to an investment
strategy and what data the models will take into account to produce forecasts that may have an impact on ultimate trading decisions. Shareholders should be aware that there is no guarantee that a quantitative manager will use any specific data or
type of data in making trading decisions on behalf of the Fund, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Fund will be the most accurate data available or free
from errors. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Real Estate-Related Investment Risk.
Investments in real estate investment trusts (REITs) and in securities of other companies (wherever organized) principally engaged in the real estate industry subject the Fund to, among other things, risks similar to
those of direct investments in real estate and the real estate industry in general. These include risks related to general and local economic conditions, possible lack of availability of financing and changes in interest rates or property values.
REITs are entities that either own properties or make construction or mortgage loans, and also may include operating or finance companies. The value of interests in a REIT may be affected by, among other factors, changes in the value of the
underlying properties owned by the REIT, changes in the prospect for earnings and/or cash flow growth of the REIT itself, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or
regulatory matters affecting the real estate industry, including REITs. REITs and similar non-U.S. entities depend upon specialized management skills, may have limited financial resources, may have less trading volume in their securities, and may be
subject to more abrupt or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for tax-free pass-through of income. Some REITs (especially mortgage REITs) are affected by risks similar
to those associated with investments in debt securities including changes in interest rates and the quality of credit extended.
Redemption Risk.
The
Fund may need to sell portfolio securities to meet redemption requests. The Fund could experience a loss when selling portfolio securities to meet redemption requests if there is (i) significant redemption activity by shareholders, including, for
example, when a single investor or few large investors make a significant redemption of Fund shares, (ii) a disruption in the normal operation of the markets in which the Fund buys and sells portfolio securities or (iii) the inability of the Fund to
sell portfolio securities because such securities are illiquid. In such events, the Fund could be forced to sell portfolio securities at unfavorable prices in an effort to generate sufficient cash to pay redeeming shareholders. The Fund may suspend
redemptions or the payment of redemption proceeds when permitted by applicable regulations.
Regulatory Risk — Alternative Investments.
Legal, tax, and regulatory developments may adversely affect the Fund and its investments. The regulatory environment for the Fund and certain of its investments is evolving, and changes in the regulation of investment
funds, their managers, and their trading activities and capital markets, or a regulator’s disagreement with the Fund’s or other’s interpretation of the application of certain regulations, may adversely affect the ability of the
Fund to pursue its investment strategy, its ability to obtain leverage and financing, and the value of investments held by the Fund. There has been an increase in governmental, as well as self-regulatory, scrutiny of the investment industry in
general and the alternative investment industry in particular. It is impossible to predict what, if any, changes in regulations may occur, but any regulation that restricts the ability of the Fund or any underlying funds or other investments to
trade in securities or other instruments or the ability of the Fund or underlying funds to employ, or brokers and other counterparties to extend, credit in their trading (as well as other regulatory changes that result) could have a material adverse
impact on the Fund’s performance.
Shareholders should understand that the Fund’s
business is dynamic and is expected to change over time. Therefore, the Fund and its underlying investments may be subject to new or additional regulatory constraints in the future. Such regulations may have a significant impact on shareholders or
the operations of the Fund, including, without limitation, restricting the types of investments the Fund may make, preventing the Fund from exercising its voting rights with regard to certain financial instruments, requiring the Fund to disclose the
identity of its investors or otherwise. To the extent the Fund or its underlying investments are subject to such regulation, such regulations may have a detrimental effect on one or more shareholders. Prospective investors are encouraged to consult
their own advisors regarding an investment in the Fund.
Regulatory Risk — Money Market Funds.
Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may
affect the manner of operation, performance and/or yield of money market funds. For example, in July, 2014 the SEC adopted amendments to money market regulation designed to address, among other things, systemic risks associated with money market
funds and to enhance transparency for money market fund investors. These rules provide for liquidity fees or redemption
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gates for non-government money market funds if portfolio liquidity
drops below specified levels and will require institutional prime money market funds to price shares with a floating net asset value. These rule changes may impact the future operations, performance and/or yields of the Columbia money market funds
and other money market funds. Non-governmental money market funds will be required to restrict beneficial owners to natural persons if they want to maintain a stable net asset value. Because government money market funds will not be required to
float their net asset value or impose liquidity fees or redemption gates, money market funds may decide to change investment strategies to qualify as government money market funds. Money market funds are required to comply with the liquidity fees,
redemption gates and floating net asset value rules by October 2016 and most of the other rules by April 2016.
Reinvestment Risk.
Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning.
Repurchase Agreements Risk.
Repurchase agreements are agreements in which the seller of a security to the Fund agrees to repurchase that security from the Fund at a mutually agreed upon price and time. Repurchase agreements carry the risk that the
counterparty may not fulfill its obligations under the agreement. This could cause the Fund's income and the value of your investment in the Fund to decline.
Reverse Repurchase Agreements Risk.
Reverse repurchase agreements are agreements in which a Fund sells a security to a counterparty, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at a mutually agreed upon price
and time. Reverse repurchase agreements carry the risk that the market value of the security sold by the Fund may decline below the price at which the Fund must repurchase the security. Reverse repurchase agreements also may be viewed as a form of
borrowing, and borrowed assets used for investment creates leverage risk. Leverage can create an interest expense that may lower the Fund's overall returns. Leverage presents the opportunity for increased net income and capital gains, but may also
exaggerate the Fund’s volatility and risk of loss. There can be no guarantee that this strategy will be successful.
Rule 144A Securities Risk.
The Fund may invest significantly in privately placed “Rule 144A” securities that are determined to be liquid in accordance with procedures adopted by the Fund’s Board. However, an insufficient number
of qualified institutional buyers interested in purchasing Rule 144A securities at a particular time could affect adversely the marketability of such securities and the Fund might be unable to dispose of such securities promptly or at reasonable
prices. Accordingly, even if determined to be liquid, the Fund’s holdings of Rule 144A securities may increase the level of Fund illiquidity if eligible buyers become uninterested in buying them at a particular time. The Fund may also have to
bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Additionally, the purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount,
which may be significant, from the market price of comparable securities for which a more liquid market exists. Issuers of Rule 144A securities are required to furnish information to potential investors upon request. However, the required disclosure
is much less extensive than that required of public companies and is not publicly available since it is not filed with the SEC. Further, issuers of Rule 144A securities can require recipients of the information (such as the Fund) to agree
contractually to keep the information confidential, which could also adversely affect the Fund’s ability to dispose of the security.
Sector Risk.
At
times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within an economic sector. Companies in the same economic sector may be similarly affected by
economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly. The more broadly a Fund invests, the more it spreads
risk and potentially reduces the risks of loss and volatility.
Sector Risk — Consumer Discretionary Sector
Investments.
To the extent a Fund concentrates its investments in companies in the consumer discretionary sector, it may be more susceptible to the particular risks that may affect companies in that sector than if
it were invested in a wider variety of companies in unrelated sectors. Companies in the consumer discretionary sector are subject to certain risks, including fluctuations in the performance of the overall domestic and international economy, interest
rate changes, increased competition and consumer confidence. Performance of such companies may be affected by factors including reduced disposable household income, reduced consumer spending, changing demographics and consumer tastes.
Sector Risk — Energy Sector Investments.
To the extent a Fund concentrates its investments in companies in the energy sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider
variety of companies in unrelated sectors. Companies in the energy sector are subject to certain risks, including legislative or regulatory changes, adverse market conditions and increased competition. Performance of such companies may be affected
by factors including, among others, fluctuations in energy prices and supply and demand of energy fuels, energy conservation, the success of exploration projects, events occurring in nature and local and international politics. In addition, rising
interest rates and high inflation may affect the demand for certain natural resources and, therefore, the performance of companies in the energy sector.
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Sector Risk — Financial Services Sector
Investments.
To the extent a Fund concentrates its investments in companies in the financial services sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it
were invested in a wider variety of companies in unrelated sectors. Companies in the financial services sector are subject to certain risks, including the risk of regulatory change, decreased liquidity in credit markets and unstable interest rates.
Such companies may have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry. Performance of such companies may be affected by competitive
pressures and exposure to investments or agreements that, under certain circumstances, may lead to losses (
e.g.
, subprime loans). Companies in the
financial services sector are subject to extensive governmental regulation that may limit the amount and types of loans and other financial commitments they can make, and interest rates and fees that they may charge. In addition, profitability of
such companies is largely dependent upon the availability and the cost of capital.
Sector Risk — Health Care Sector Investments.
To the extent a Fund concentrates its investments in companies in the health care sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider
variety of companies in unrelated sectors. Companies in the health care sector are subject to certain risks, including restrictions on government reimbursement for medical expenses, government approval of medical products and services, competitive
pricing pressures, and the rising cost of medical products and services (especially for companies dependent upon a relatively limited number of products or services). Performance of such companies may be affected by factors including, government
regulation, obtaining and protecting patents (or the failure to do so), product liability and other similar litigation as well as product obsolescence.
Sector Risk — Industrials Sector Investments.
To the extent a Fund concentrates its investments in companies in the industrials sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider
variety of companies in unrelated sectors. Companies in the industrials sector are subject to certain risks, including changes in supply and demand for their specific product or service and for industrial sector products in general, including
decline in demand for such products due to rapid technological developments and frequent new product introduction. Performance of such companies may be affected by factors including government regulation, world events and economic conditions and
risks for environmental damage and product liability claims.
Sector Risk — Technology and Technology-Related
Sector Investment Risk.
To the extent a Fund concentrates its investments in companies in technology and technology related sectors, it may be more susceptible to the particular risks that may affect companies in
those sectors, as well as other technology-related sectors (collectively, the technology sectors) than if it were invested in a wider variety of companies in unrelated sectors. Companies in the technology sectors are subject to certain risks,
including the risk that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. Performance of such companies may be affected by factors including obtaining and protecting patents (or
the failure to do so) and significant competitive pressures, including aggressive pricing of their products or services, new market entrants, competition for market share and short product cycles due to an accelerated rate of technological
developments. Such competitive pressures may lead to limited earnings and/or falling profit margins. As a result, the value of their securities may fall or fail to rise. In addition, many technology sector companies have limited operating histories
and prices of these companies’ securities historically have been more volatile than other securities, especially over the short term.
Short Positions
Risk.
A Fund that establishes short positions introduces more risk to the Fund than a fund that only takes long positions (where the Fund owns the instrument or other asset) because the maximum sustainable loss on
an instrument or other asset purchased (held long) is limited to the amount paid for the instrument or other asset plus the transaction costs, whereas there is no maximum price of the shorted instrument or other asset when purchased in the open
market. Therefore, in theory, short positions have unlimited risk. The Fund’s use of short positions in effect “leverages” the Fund. Leverage potentially exposes the Fund to greater risks of loss due to unanticipated market
movements, which may magnify losses and increase the volatility of returns. To the extent the Fund takes a short position in a derivative instrument or other asset, this involves the risk of a potentially unlimited increase in the value of the
underlying instrument or other asset.
Small- and Mid-Cap Company Securities Risk.
Securities of small- and mid-capitalization companies (small- and mid-cap companies) can, in certain circumstances, have a higher potential for gains than securities of larger, more established companies (larger
companies) but may also have more risk. For example, small- and mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and
business operations. Small- and mid-cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller management teams. Securities of small- and mid-cap companies may trade
less frequently and in smaller volumes and may be less liquid and fluctuate more sharply in value than securities of larger companies. When the Fund takes significant positions in small- and mid-cap companies with limited trading volumes, the
liquidation of those positions, particularly in a distressed market, could be prolonged and result in losses to the Fund. In addition, some small- and mid-cap companies may not be widely followed by the investment community, which can lower the
demand for their stocks.
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Sovereign Debt Risk.
A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign
exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be
subject.
With respect to sovereign debt
of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the
payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis and that has led to defaults and the restructuring of certain indebtedness to the
detriment of debtholders. Sovereign debt risk is increased for emerging market issuers.
Special Situations Risk.
Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be exposed to heightened special risk because of the high degree
of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss
following the offering. It is possible that there will be no active trading market for the securities after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Initial public
offerings are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in initial public offerings, it may not be able to invest to the extent desired, because, for
example, only a small portion (if any) of the securities being offered in an initial public offering are available to the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in initial
public offerings may be lower than during periods when the Fund is able to do so. Certain “special situation” investments are investments in securities or other instruments that are determined to be illiquid or lacking a readily
ascertainable fair value. Certain special situation investments prevent ownership interest therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized, which may negatively impact Fund
performance. Investing in special situations may have a magnified effect on the performance of funds with small amounts of assets.
Stripped Securities Risk.
Stripped securities are the separate income or principal components of debt securities. These securities are particularly sensitive to changes in interest rates, and therefore subject to greater fluctuations in price
than typical interest bearing debt securities. For example, stripped mortgage-backed securities have greater interest rate risk than mortgage-backed securities with like maturities, and stripped treasury securities have greater interest rate risk
than traditional government securities with identical credit ratings.
Trade Claims Risk.
The Fund may also purchase trade claims against companies, including companies in bankruptcy or reorganization proceedings, which include claims of suppliers for goods delivered and not paid, claims for unpaid services rendered, claims for contract
rejection damages and claims related to litigation. An investment in trade claims is very speculative and carries a high degree of risk. Trade claims may be illiquid instruments that generally do not pay interest and there can be no guarantee that
the debtor will ever be able to satisfy the obligation on the trade claim. Trade claims are typically unsecured and may be subordinated to other unsecured obligations of a debtor, and generally are subject to defenses of the debtor with respect to
the underlying transaction giving rise to the trade claim. The markets in trade claims are not regulated by U.S. federal securities laws or the SEC.
U.S. Government Obligations Risk.
While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (
i.e.
, the risk that the U.S. Government may be, or may be perceived to be, unable or unwilling to honor its financial obligations, such as making payments).
Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S.
Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury.
Valuation Risk.
The
sales price the Fund (or an underlying fund or other investment vehicle) could receive for any particular investment may differ from the Fund’s (or an underlying fund’s or other investment vehicle’s) valuation of the investment,
particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology that produces an estimate of the fair value of the security/instrument, which may prove to be inaccurate. Investors who purchase or
redeem Fund shares on days when the Fund is holding securities or other instruments (or holding shares of underlying funds or other investment vehicles that have fair-valued securities or other instruments in their portfolios) may receive fewer or
more shares or lower or higher redemption proceeds than they would have received if the Fund (or underlying fund or other investment vehicle)
Statement
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|
73
|
had not fair-valued the security or instrument or had used a
different valuation methodology. The value of foreign securities, certain fixed income securities and currencies, as applicable, may be materially affected by events after the close of the market on which they are valued, but before the Fund
determines its net asset value.
Zero-Coupon
Bonds Risk.
Zero-coupon bonds are bonds that do not pay interest in cash on a current basis, but instead accrue interest over the life of the bond. As a result, these securities are issued at a discount and their
values may fluctuate more than the values of similar securities that pay interest periodically. Although these securities pay no interest to holders prior to maturity, interest accrued on these securities is reported as income to the Fund and
affects the amounts distributed to its shareholders, which may cause the Fund to sell investments to obtain cash to make income distributions to shareholders, including at times when it may not be advantageous to do so.
Borrowings
In general, pursuant to the 1940 Act, a Fund may
borrow money only from banks in an amount not exceeding 33
1
⁄
3
% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed this amount must be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33
1
⁄
3
% limitation.
The Funds participate in a committed line of credit
(Line of Credit). Any advance under the Line of Credit is contemplated primarily for temporary or emergency purposes.
Lending of Portfolio Securities
To generate additional income, a Fund may lend up to
33%, or such lower percentage specified by the Fund or Adviser, of the value of its total assets (including securities out on loan) to broker-dealers, banks or other institutional borrowers of securities. JPMorgan serves as lending agent (the
Lending Agent) to the Funds pursuant to a securities lending agreement (the Securities Lending Agreement) approved by the Board. Under the Securities Lending Agreement, the Lending Agent loans Fund securities to approved borrowers pursuant to
borrower agreements in exchange for collateral at least equal in value to the loaned securities, marked to market daily. Collateral may consist of cash, securities issued by the U.S. Government or its agencies or instrumentalities (collectively,
“U.S. Government securities”) or such other collateral as may be approved by the Board. For loans secured by cash, the Fund retains the interest earned on cash collateral, but the Fund is required to pay the borrower a rebate for the use
of the cash collateral. For loans secured by U.S. Government securities, the borrower pays a borrower fee to the Lending Agent on behalf of the Fund.
If the market value of the loaned securities goes
up, the Fund will require additional collateral from the borrower. If the market value of the loaned securities goes down, the borrower may request that some collateral be returned. During the existence of the loan, the Fund will receive from the
borrower amounts equivalent to any dividends, interest or other distributions on the loaned securities, as well as interest on such amounts.
Loans are subject to termination by a Fund or a
borrower at any time. A Fund may choose to terminate a loan in order to vote in a proxy solicitation, as described in this SAI under
Investment Management and Other Services – Proxy Voting
Policies and Procedures – General.
Securities lending involves counterparty risk,
including the risk that a borrower may not provide sufficient or any collateral when required or may not return the loaned securities, timely or at all. Counterparty risk also includes a potential loss of rights in the collateral if the borrower or
the Lending Agent defaults or fails financially. This risk is increased if a Fund’s loans are concentrated with a single borrower or limited number of borrowers. There are no limits on the number of borrowers a Fund may use and a Fund may lend
securities to only one or a small group of borrowers. Funds participating in securities lending also bear the risk of loss in connection with investments of cash collateral received from the borrowers. Cash collateral is invested in accordance with
investment guidelines contained in the Securities Lending Agreement and approved by the Board. Some or all of the cash collateral received in connection with the securities lending program may be invested in one or more pooled investment vehicles,
including, among other vehicles, money market funds managed by the Lending Agent (or its affiliates). The Lending Agent shares in any income resulting from the investment of such cash collateral, and an affiliate of the Lending Agent may receive
asset-based fees for the management of such pooled investment vehicles, which may create a conflict of interest between the Lending Agent (or its affiliates) and the Fund with respect to the management of such cash collateral. To the extent that the
value or return of a Fund’s investments of the cash collateral declines below the amount owed to a borrower, a Fund may incur losses that exceed the amount it earned on lending the security. The Lending Agent will indemnify a fund from losses
resulting from a borrower’s failure to return a loaned security when due, but such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for
any loss incurred by the Funds in connection with the securities lending program.
Statement
of Additional Information – [May 1, 2015]
|
74
|
The Funds currently do not participate in the
securities lending program, but the Board may determine to renew participation in the future.
INVESTMENT MANAGEMENT AND OTHER SERVICES
The Investment Manager and Subadvisers
Columbia Management Investment Advisers, LLC,
located at 225 Franklin Street, Boston, MA 02110, is the investment adviser of the Funds and also serves as the investment adviser and administrator of other funds in the Columbia Fund Family. The Investment Manager is a wholly-owned subsidiary of
Ameriprise Financial, which is located at 1099 Ameriprise Financial Center, Minneapolis, MN 55474. Ameriprise Financial is a holding company, which primarily conducts business through its subsidiaries to provide financial planning, products and
services that are designed to be utilized as solutions for clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs.
The Investment Manager and its investment advisory
affiliates (Participating Affiliates) around the world may coordinate in providing services to their clients. Such coordination may include functional leadership of the business (the “Global” business). From time to time the Investment
Manager (or any affiliated investment subadviser to the Fund, as the case may be) may engage its Participating Affiliates to provide a variety of services such as investment research, investment monitoring, trading,
and discretionary investment management (including portfolio management) to certain accounts managed by the Investment Manager, including the Fund. These Participating Affiliates will provide services to the Investment Manager (or any
affiliated investment subadviser to the Fund as the case may be) either pursuant to sub-advisory agreements, personnel-sharing agreements or similar inter-company arrangements and the Fund will pay no additional fees and expenses as a result of any
such arrangements. These Participating Affiliates, like the Investment Manager, are direct or indirect subsidiaries of Ameriprise and are registered with the appropriate respective regulators in their home jurisdictions and, where required, the SEC
and the CFTC in the United States.
Pursuant to
some of these arrangements, certain employees of these Participating Affiliates may serve as “associated persons” of the Investment Manager and, in this capacity, subject to the oversight and supervision of the Investment Manager and
consistent with the investment objectives, policies and limitations set forth in the Fund’s prospectus and this SAI may provide such services to the Fund on behalf of the Investment Manager.
Services Provided
Under the Investment Management Services Agreement, the Investment
Manager has contracted to furnish each Fund with investment research and advice. For these services, unless otherwise noted, each Fund pays a monthly fee to the Investment Manager based on the average of the daily closing value of the total net
assets of a Fund for such month. Under the Investment Management Services Agreement, any liability of the Investment Manager to the Trusts, a Fund and/or its shareholders is limited to situations involving the Investment Manager’s own willful
misfeasance, bad faith, negligence in the performance of its duties or reckless disregard of its obligations and duties. Neither the Investment Manager nor any of its respective directors, officers, partners, principals, employees, or agents shall
be liable for any acts or omissions or for any losses suffered by a Fund or its shareholders or creditors.
The Investment Management Services Agreement may be
terminated with respect to a Fund at any time on 60 days’ written notice by the Investment Manager or by the Board or by a vote of a majority of the outstanding voting securities of a Fund. The Investment Management Services Agreement will
automatically terminate upon any assignment thereof, will continue in effect for two years from its initial effective date and thereafter will continue from year to year with respect to a Fund only so long as such continuance is approved at least
annually (i) by the Board or by a vote of a majority of the outstanding voting securities of a Fund and (ii) by vote of a majority of the Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Investment Manager or
the Trusts, cast in person at a meeting called for the purpose of voting on such approval.
The Investment Manager pays all compensation of the
Trustees and officers of the Trusts who are employees of the Investment Manager or its affiliates. Except to the extent expressly assumed by the Investment Manager and except to the extent required by law to be paid or reimbursed by the Investment
Manager, the Investment Manager does not have a duty to pay any Fund operating expenses incurred in the organization and operation of a Fund, including, but not limited to, auditing, legal, custodial, investor servicing and shareholder reporting
expenses. The Trust pays the cost of printing and mailing Fund prospectuses to shareholders.
The Investment Manager, at its own expense, provides
office space, facilities and supplies, equipment and personnel for the performance of its functions under each Fund’s Investment Management Services Agreement.
Statement
of Additional Information – [May 1, 2015]
|
75
|
Management Fee Rates Paid by the Funds
Each Fund, unless otherwise noted, pays the Investment Manager an
annual fee for its investment management services, as set forth in the Investment Management Services Agreement, and as shown in the section entitled
Fees and Expenses of the Fund – Annual Fund
Operating Expenses
in each Fund’s prospectus. The fee is calculated as a percentage of the average daily net assets of each Fund and is paid monthly. The Investment Manager and/or its affiliates may from time
to time waive fees and/or reimburse a Fund’s expenses. See the Funds’ prospectuses for more information.
Investment Management Fee Rates.
The Investment Manager receives a monthly investment advisory fee based on each Fund’s average daily net assets at the following annual rates:
Investment Management Services Agreement Fee Schedule
Fund
|
Assets
(billions)
|
Annual
rate at
each asset level
|
VP
– Aggressive Portfolio
VP – Conservative Portfolio
VP – Moderate Portfolio
VP – Moderately Aggressive Portfolio
VP – Moderately Conservative Portfolio
|
N/A
|
N/A
|
VP
– American Century Diversified Bond Fund
VP – J.P. Morgan Core Bond Fund
VP – TCW Core Plus Bond Fund
(a)
VP – Wells Fargo Short Duration Government Fund
|
First
$1.0
|
0.480%
|
Next
$1.0
|
0.450%
|
Next
$1.0
|
0.400%
|
Over
$3.0
|
0.375%
|
VP
– Balanced Fund
|
First
$0.5
|
0.660%
|
|
Next
$0.5
|
0.615%
|
|
Next
$0.5
|
0.570%
|
|
Next
$1.5
|
0.520%
|
|
Next
$3.0
|
0.510%
|
|
Over
$6.0
|
0.490%
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
First
$1.0
|
0.440%
|
|
Next
$1.0
|
0.415%
|
|
Next
$1.0
|
0.390%
|
|
Next
$3.0
|
0.365%
|
|
Next
$1.5
|
0.340%
|
|
Next
$1.5
|
0.325%
|
|
Next
$1.0
|
0.320%
|
|
Next
$5.0
|
0.310%
|
|
Next
$5.0
|
0.300%
|
|
Next
$4.0
|
0.290%
|
|
Next
$26.0
|
0.270%
|
|
Over
$50.0
|
0.250%
|
VP
– Cash Management Fund
|
First
$1.0
|
0.330%
|
|
Next
$0.5
|
0.313%
|
|
Next
$0.5
|
0.295%
|
|
Next
$0.5
|
0.278%
|
|
Next
$2.5
|
0.260%
|
|
Next
$1.0
|
0.240%
|
|
Next
$1.5
|
0.220%
|
|
Next
$1.5
|
0.215%
|
|
Next
$1.0
|
0.190%
|
|
Next
$5.0
|
0.180%
|
|
Next
$5.0
|
0.170%
|
|
Next
$4.0
|
0.160%
|
|
Over
$24.0
|
0.150%
|
VP
– Columbia Wanger International Equities Fund
|
First
$0.25
|
0.950%
|
|
Next
$0.25
|
0.900%
|
|
Next
$0.50
|
0.850%
|
|
Next
$2.0
|
0.750%
|
|
Over
$3.0
|
0.720%
|
VP
– Partners Small Cap Growth Fund
|
First
$0.25
|
0.900%
|
Next
$0.25
|
0.850%
|
|
Over
$0.50
|
0.800%
|
Statement
of Additional Information – [May 1, 2015]
|
76
|
Fund
|
Assets
(billions)
|
Annual
rate at
each asset level
|
VP
– Commodity Strategy Fund
|
First
$0.5
|
0.550%
|
|
Next
$0.5
|
0.505%
|
|
Next
$2.0
|
0.480%
|
|
Next
$3.0
|
0.460%
|
|
Over
$6.0
|
0.440%
|
VP
– Core Equity Fund
|
All
|
0.400%
|
VP
– DFA International Value Fund
VP – Invesco International Growth Fund
VP – Pyramis International Equity Fund
|
First
$1.0
|
0.850%
|
Next
$1.0
|
0.800%
|
Over
$2.0
|
0.700%
|
VP
– Diversified Bond Fund
|
First
$1.0
|
0.430%
|
|
Next
$1.0
|
0.420%
|
|
Next
$4.0
|
0.400%
|
|
Next
$1.5
|
0.380%
|
|
Next
$1.5
|
0.365%
|
|
Next
$3.0
|
0.360%
|
|
Next
$8.0
|
0.350%
|
|
Next
$4.0
|
0.340%
|
|
Next
$26.0
|
0.320%
|
|
Over
$50.0
|
0.300%
|
VP
– Dividend Opportunity Fund
|
First
$0.5
|
0.660%
|
|
Next
$0.5
|
0.615%
|
|
Next
$0.5
|
0.570%
|
|
Next
$1.5
|
0.520%
|
|
Next
$3.0
|
0.510%
|
|
Over
$6.0
|
0.490%
|
VP
– Eaton Vance Floating-Rate Income Fund
|
First
$1.0
|
0.630%
|
|
Next
$1.0
|
0.580%
|
|
Over
$2.0
|
0.530%
|
VP
– Emerging Markets Fund
|
First
$0.25
|
1.100%
|
|
Next
$0.25
|
1.080%
|
|
Next
$0.25
|
1.060%
|
|
Next
$0.25
|
1.040%
|
|
Next
$1.0
|
1.020%
|
|
Next
$5.5
|
1.000%
|
|
Next
$2.5
|
0.985%
|
|
Next
$5.0
|
0.970%
|
|
Next
$5.0
|
0.960%
|
|
Next
$4.0
|
0.935%
|
|
Next
$26.0
|
0.920%
|
|
Over
$50.0
|
0.900%
|
VP
– Emerging Markets Bond Fund
|
First
$0.5
|
0.530%
|
|
Next
$0.5
|
0.525%
|
|
Next
$1.0
|
0.515%
|
|
Next
$1.0
|
0.495%
|
|
Next
$3.0
|
0.480%
|
|
Next
$1.5
|
0.455%
|
|
Next
$1.5
|
0.440%
|
|
Next
$1.0
|
0.431%
|
|
Next
$5.0
|
0.419%
|
|
Next
$5.0
|
0.409%
|
|
Next
$4.0
|
0.393%
|
|
Next
$26.0
|
0.374%
|
|
Over
$50.0
|
0.353%
|
Statement
of Additional Information – [May 1, 2015]
|
77
|
Fund
|
Assets
(billions)
|
Annual
rate at
each asset level
|
VP
– Global Bond Fund
|
First
$1.0
|
0.570%
|
|
Next
$1.0
|
0.525%
|
|
Next
$1.0
|
0.520%
|
|
Next
$3.0
|
0.515%
|
|
Next
$1.5
|
0.510%
|
|
Next
$4.5
|
0.500%
|
|
Next
$8.0
|
0.490%
|
|
Next
$30.0
|
0.480%
|
|
Over
$50.0
|
0.470%
|
VP
– High Yield Bond Fund
VP – Income Opportunities Fund
|
First
$0.25
|
0.590%
|
Next
$0.25
|
0.575%
|
|
Next
$0.25
|
0.570%
|
|
Next
$0.25
|
0.560%
|
|
Next
$1.0
|
0.550%
|
|
Next
$1.0
|
0.540%
|
|
Next
$3.0
|
0.515%
|
|
Next
$1.5
|
0.490%
|
|
Next
$1.5
|
0.475%
|
|
Next
$1.0
|
0.450%
|
|
Next
$5.0
|
0.435%
|
|
Next
$5.0
|
0.425%
|
|
Next
$4.0
|
0.400%
|
|
Next
$26.0
|
0.385%
|
|
Over
$50.0
|
0.360%
|
VP
– Holland Large Cap Growth Fund
|
First
$1.0
|
0.650%
|
|
Next
$0.5
|
0.600%
|
|
Next
$0.5
|
0.550%
|
|
Over
$2.0
|
0.500%
|
VP
– International Opportunities Fund
|
First
$0.5
|
0.790%
|
|
Next
$0.5
|
0.745%
|
|
Next
$0.5
|
0.700%
|
|
Next
$1.5
|
0.650%
|
|
Next
$3.0
|
0.640%
|
|
Over
$6.0
|
0.620%
|
VP
– Jennison Mid Cap Growth Fund
|
First
$1.0
|
0.750%
|
|
Next
$1.0
|
0.700%
|
|
Over
$2.0
|
0.650%
|
VP
– Large Cap Growth Fund
VP – Marsico 21st Century Fund
VP – Marsico Focused Equities Fund
VP – Marsico Growth Fund
|
First
$0.5
|
0.710%
|
Next
$0.5
|
0.665%
|
Next
$0.5
|
0.620%
|
Next
$1.5
|
0.570%
|
|
Next
$3.0
|
0.560%
|
|
Over
$6.0
|
0.540%
|
VP
– Large Core Quantitative Fund
VP – Select Large-Cap Value Fund
|
First
$0.5
|
0.710%
|
Next
$0.5
|
0.660%
|
|
Next
$2.0
|
0.565%
|
|
Next
$3.0
|
0.560%
|
|
Over
$6.0
|
0.540%
|
VP
– Limited Duration Credit Fund
|
First
$1.0
|
0.410%
|
|
Next
$1.0
|
0.405%
|
|
Next
$1.0
|
0.400%
|
|
Next
$3.0
|
0.395%
|
|
Next
$1.5
|
0.380%
|
|
Next
$1.5
|
0.365%
|
|
Next
$1.0
|
0.360%
|
|
Next
$5.0
|
0.350%
|
|
Next
$5.0
|
0.340%
|
|
Next
$4.0
|
0.330%
|
|
Next
$26.0
|
0.310%
|
|
Next
$50.0
|
0.290%
|
Statement
of Additional Information – [May 1, 2015]
|
78
|
Fund
|
Assets
(billions)
|
Annual
rate at
each asset level
|
VP
– Loomis Sayles Growth Fund
|
First
$1.0
|
0.650%
|
VP
– MFS Value Fund
|
Next
$1.0
|
0.600%
|
VP
– NFJ Dividend Value Fund
|
Over
$2.0
|
0.500%
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
|
|
VP
– Mid Cap Growth Opportunity Fund
VP – Mid Cap Value Opportunity Fund
|
First
$0.5
|
0.760%
|
Next
$0.5
|
0.715%
|
|
Next
$0.5
|
0.670%
|
|
Over
$1.5
|
0.620%
|
VP
– Morgan Stanley Global Real Estate Fund
|
First
$1.0
|
0.850%
|
|
Next
$1.0
|
0.800%
|
|
Over
$2.0
|
0.750%
|
VP
– Partners Small Cap Value Fund
|
First
$0.25
|
0.970%
|
|
Next
$0.25
|
0.945%
|
|
Next
$0.25
|
0.920%
|
|
Next
$0.25
|
0.895%
|
|
Over
$1.00
|
0.870%
|
VP
– S&P 500 Index Fund
|
All
|
0.100%
|
VP
– Select International Equity Fund
|
First
$0.25
|
0.800%
|
|
Next
$0.25
|
0.775%
|
|
Next
$0.25
|
0.750%
|
|
Next
$0.25
|
0.725%
|
|
Next
$0.5
|
0.700%
|
|
Next
$1.5
|
0.650%
|
|
Next
$3.0
|
0.640%
|
|
Next
$14.0
|
0.620%
|
|
Next
$4.0
|
0.610%
|
|
Next
$26.0
|
0.600%
|
|
Over
$50.0
|
0.570%
|
VP
– Select Smaller-Cap Value Fund
|
First
$0.5
|
0.790%
|
|
Next
$0.5
|
0.745%
|
|
Over
$1.0
|
0.700%
|
VP
– Seligman Global Technology Fund
|
First
$2.0
|
0.950%
|
|
Next
$2.0
|
0.910%
|
|
Over
$4.0
|
0.870%
|
VP
– Sit Dividend Growth Fund
|
First
$0.5
|
0.730%
|
|
Next
$0.5
|
0.705%
|
|
Next
$1.0
|
0.680%
|
|
Next
$1.0
|
0.655%
|
|
Next
$3.0
|
0.630%
|
|
Over
$6.0
|
0.600%
|
VP
– U.S. Equities Fund
|
First
$0.25
|
0.790%
|
Next
$0.25
|
0.745%
|
|
Over
$0.50
|
0.700%
|
VP
– U.S. Government Mortgage Fund
|
First
$1.0
|
0.360%
|
|
Next
$1.0
|
0.355%
|
|
Next
$1.0
|
0.350%
|
|
Next
$3.0
|
0.345%
|
|
Next
$1.5
|
0.330%
|
|
Next
$1.5
|
0.315%
|
|
Next
$1.0
|
0.310%
|
|
Next
$5.0
|
0.300%
|
|
Next
$5.0
|
0.290%
|
|
Next
$4.0
|
0.280%
|
|
Next
$26.0
|
0.260%
|
|
Over
$50.0
|
0.240%
|
Statement
of Additional Information – [May 1, 2015]
|
79
|
Fund
|
Assets
(billions)
|
Annual
rate at
each asset level
|
VP
– Victory Established Value Fund
|
First
$0.50
|
0.780%
|
|
Next
$0.50
|
0.755%
|
|
Next
$1.00
|
0.730%
|
|
Next
$1.00
|
0.705%
|
|
Next
$3.00
|
0.680%
|
|
Over
$6.00
|
0.650%
|
(a)
|
Effective April 1, 2014
through April 30, 2015, the Investment Manager has contractually agreed to waive 0.05% of its management fee (from 0.48% to 0.43%) on the first $1 billion of assets of the Fund.
|
VP – MV Moderate Growth Fund.
The Investment Manager has implemented a schedule for the investment advisory fees for VP – MV Moderate Growth Fund, whereby the Fund pays (i) 0.00% advisory fee on its assets that are invested
in affiliated underlying mutual funds, ETFs and closed-end funds that pay an investment management services fee to the Investment Manager; and (ii) an advisory fee rate according to the following schedule on securities, instruments and other assets
not described in category (i) above, including without limitation affiliated mutual funds, ETFs and closed-end funds that do not pay an investment management services fee to the Investment Manager, third party funds, derivatives and individual
securities:
Fund
|
Assets
(billions)
|
Annual
rate at
each asset level
|
VP
– MV Moderate Growth Fund
|
First
$0.5
|
0.660%
|
$0.5
to $1.0
|
0.615%
|
$1.0
to $1.5
|
0.570%
|
$1.5
to $3.0
|
0.520%
|
$3.0
to $6.0
|
0.510%
|
|
Over
$6.0
|
0.490%
|
In no event shall the
advisory fee be negative even if the value of one of the categories is a negative amount. Although the fee for each category is calculated separately and there is no negative advisory fee, the Investment Manager currently intends to calculate the
advisory fee by reducing (but not below $0) any advisory fee payable on one category by any negative advisory fee in another category. The Investment Manager may change this calculation methodology at any time.
Under the Investment Management Services Agreement,
a Fund also pays taxes, brokerage commissions and nonadvisory expenses, which include custodian fees and charges; fidelity bond premiums; certain legal fees; registration fees for shares; consultants’ fees; compensation of Board members,
officers and employees not employed by the Investment Manager or its affiliates; corporate filing fees; organizational expenses; expenses incurred in connection with lending securities; interest and fee expense related to a Fund’s
participation in inverse floater structures; and expenses properly payable by a Fund, approved by the Board.
Management Fees Paid.
The table below shows the total management fees paid by each Fund for the last three fiscal periods. For amounts waived or reimbursed by the Investment Manager, see
Expense Limitations
.
Management Fees
|
Management
Fees
|
|
2014
|
2013
|
2012
|
For
Funds with fiscal period ending December 31
|
VP
– Aggressive Portfolio
|
–
|
–
|
–
|
VP
– American Century Diversified Bond Fund
|
–
|
$13,534,389
|
$11,875,032
|
VP
– Balanced Fund
|
–
|
5,741,640
|
5,550,568
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
–
|
10,799,396
|
12,218,818
|
VP
– Cash Management Fund
|
–
|
2,456,629
|
2,682,784
|
VP
– Columbia Wanger International Equities Fund
|
–
|
6,014,993
|
5,330,651
|
VP
– Commodity Strategy Fund
|
–
|
375,784
(a)
|
N/A
|
VP
– Conservative Portfolio
|
–
|
–
|
–
|
VP
– Core Equity Fund
|
–
|
790,582
|
745,601
|
VP
– DFA International Value Fund
|
–
|
11,146,735
|
12,281,090
|
VP
– Diversified Bond Fund
|
–
|
14,337,171
|
16,699,775
|
Statement
of Additional Information – [May 1, 2015]
|
80
|
|
Management
Fees
|
|
2014
|
2013
|
2012
|
VP
– Dividend Opportunity Fund
|
–
|
$18,303,119
|
$17,216,129
|
VP
– Eaton Vance Floating-Rate Income Fund
|
–
|
5,025,504
|
5,555,916
|
VP
– Emerging Markets Bond Fund
|
–
|
2,042,868
|
1,357,106
(b)
|
VP
– Emerging Markets Fund
|
–
|
10,264,830
|
10,035,922
|
VP
– Global Bond Fund
|
–
|
7,117,801
|
9,060,398
|
VP
– High Yield Bond Fund
|
–
|
3,593,524
|
3,633,642
|
VP
– Holland Large Cap Growth Fund
|
–
|
9,260,537
|
11,082,407
|
VP
– Income Opportunities Fund
|
–
|
6,555,407
|
6,709,516
|
VP
– International Opportunities Fund
|
–
|
1,160,168
|
1,234,620
|
VP
– Invesco International Growth Fund
|
–
|
15,941,717
|
15,854,822
|
VP
– J.P. Morgan Core Bond Fund
|
–
|
13,276,176
|
11,366,816
|
VP
– Jennison Mid Cap Growth Fund
|
–
|
7,902,768
|
7,554,543
|
VP
– Large Cap Growth Fund
|
–
|
7,398,534
|
1,820,957
|
VP
– Large Core Quantitative Fund
|
–
|
10,052,221
|
8,381,157
|
VP
– Limited Duration Credit Fund
|
–
|
12,948,571
|
12,445,306
|
VP
– Loomis Sayles Growth Fund
|
–
|
8,136,151
|
11,182,980
|
VP
– Marsico 21st Century Fund
|
–
|
908,785
|
946,168
|
VP
– Marsico Focused Equities Fund
|
–
|
471,245
|
506,588
|
VP
– Marsico Growth Fund
|
–
|
2,061,988
|
2,241,441
|
VP
– MFS Value Fund
|
–
|
12,928,038
|
11,537,154
|
VP
– Mid Cap Growth Opportunity Fund
|
–
|
4,062,237
|
3,212,665
|
VP
– Mid Cap Value Opportunity Fund
|
–
|
5,962,092
|
7,159,532
|
VP
– Moderate Portfolio
|
–
|
–
|
–
|
VP
– Moderately Aggressive Portfolio
|
–
|
–
|
–
|
VP
– Moderately Conservative Portfolio
|
–
|
–
|
–
|
VP
– Morgan Stanley Global Real Estate Fund
|
–
|
3,480,903
|
3,781,503
|
VP
– MV Moderate Growth Fund
|
–
|
7,412,515
|
1,507,654
(c)
|
VP
– NFJ Dividend Value Fund
|
–
|
12,244,636
|
11,561,280
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
–
|
8,549,820
|
11,157,060
|
VP
– Partners Small Cap Growth Fund
|
–
|
4,904,827
|
4,512,348
|
VP
– Partners Small Cap Value Fund
|
–
|
15,444,776
|
14,279,048
|
VP
– Pyramis International Equity Fund
|
–
|
10,608,722
|
9,783,655
|
VP
– S&P 500 Index Fund
|
–
|
240,079
|
213,053
|
VP
– Select International Equity Fund
|
–
|
3,222,200
|
3,160,755
|
VP
– Select Large-Cap Value Fund
|
–
|
4,725,013
|
2,513,810
|
VP
– Select Smaller-Cap Value Fund
|
–
|
1,334,597
|
1,167,468
|
VP
– Seligman Global Technology Fund
|
–
|
937,719
|
874,647
|
VP
– Sit Dividend Growth Fund
|
–
|
8,633,548
|
8,219,560
|
VP
– TCW Core Plus Bond Fund
|
–
|
6,633,228
|
6,574,663
|
VP
– U.S. Equities Fund
|
–
|
6,329,700
|
6,072,109
|
VP
– U.S. Government Mortgage Fund
|
–
|
6,637,700
|
4,700,984
|
VP
– Victory Established Value Fund
|
–
|
8,129,483
|
7,273,227
|
VP
– Wells Fargo Short Duration Government Fund
|
–
|
10,683,724
|
9,225,726
|
Statement
of Additional Information – [May 1, 2015]
|
81
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
(b)
|
For the period from April 30,
2012 (commencement of operations) to December 31, 2012.
|
(c)
|
For the period from April 19,
2012 (commencement of operations) to December 31, 2012.
|
Manager of Managers Exemption
The SEC has issued an order that permits the Investment Manager,
subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval. The order permits the Fund to add or to change unaffiliated
subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change.
The Investment Manager and its affiliates may have
other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a
subadviser, or to change the terms of a subadvisory agreement, the Investment Manager does not consider any other relationship it or its affiliates may have with a subadviser, and the Investment Manager discloses to the Board the nature of any
material relationships it has with a subadviser or its affiliates.
Subadvisory Agreements
The assets of certain Funds are managed by subadvisers that have
been selected by the Investment Manager, subject to the review and approval of the Board. The Investment Manager has recommended the subadvisers to the Board based upon its assessment of the skills of the subadvisers in managing other assets in
accordance with objectives and investment strategies substantially similar to those of the applicable Fund. Short-term investment performance is not the only factor in selecting or terminating a subadviser, and the Investment Manager does not expect
to make frequent changes of subadvisers. Subadvisers affiliated with the Investment Manager must be approved by shareholders.
The Investment Manager allocates the assets of a
Fund with multiple subadvisers among the subadvisers. Each subadviser has discretion, subject to oversight by the Board and the Investment Manager, to purchase and sell portfolio assets, consistent with the Fund’s investment objectives,
policies, and restrictions. Generally, the services that a subadviser provides to the Fund are limited to asset management and related recordkeeping services.
The Investment Manager has entered into a
subadvisory agreement with each subadviser under which the subadviser provides investment advisory assistance and day-to-day management of some or all of the Fund’s portfolio, as well as investment research and statistical information. A
subadviser may also serve as a discretionary or non-discretionary investment adviser to management or advisory accounts that are unrelated in any manner to the Investment Manager or its affiliates.
The following table shows the subadvisory fee
schedules for fees paid by the Investment Manager to subadvisers for Funds that have subadvisers.
Subadvisers and Subadvisory Agreement Fee Schedules
Fund
|
Subadviser
|
Parent
Company/Other
Information
|
Fee
Schedule
|
VP
– American Century Diversified Bond Fund
|
American
Century
(effective May 10, 2010)
|
A
|
0.16%
on all asset levels
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
BlackRock
(effective Oct. 19, 2012)
|
B
|
0.15%
on the first $250 million, reducing to 0.05% as assets increase
|
VP
– Columbia Wanger International Equities Fund
|
Columbia
WAM
(effective May 10, 2010)
|
C
|
0.70%
on the first $150 million, reducing to 0.60% as assets increase
|
VP
– Commodity Strategy Fund
|
Threadneedle
(effective April 30, 2013)
|
F
|
0.25%
on all assets
|
VP
– DFA International Value Fund
|
DFA
(effective November 16, 2011)
|
D
|
0.21%
on all asset levels
|
VP
– Eaton Vance Floating-Rate Income Fund
|
Eaton
Vance
(effective May 10, 2010)
|
E
|
0.30%
on all asset levels
|
VP
– Holland Large Cap Growth Fund
|
Holland
(effective March 25, 2013)
|
V
|
0.40%
on the first $100 million, reducing to 0.20% as assets increase
|
Statement
of Additional Information – [May 1, 2015]
|
82
|
Fund
|
Subadviser
|
Parent
Company/Other
Information
|
Fee
Schedule
|
VP
– Invesco International Growth Fund
|
Invesco
(effective May 10, 2010)
|
W
|
0.35%
on the first $250 million, reducing to 0.25% as assets increase
|
VP
– J.P. Morgan Core Bond Fund
|
JPMIM
(effective May 10, 2010)
|
G
|
0.15%
on all asset levels
|
VP
– Jennison Mid Cap Growth Fund
|
Jennison
(effective May 10, 2010)
|
H
|
0.40%
on assets up to $160 million, decreasing to 0.30% as assets increase; if assets are less than $210 million, then 0.55% on all asset levels
|
VP
– Loomis Sayles Growth Fund
|
Loomis
Sayles
(effective March 21, 2014)
|
P
|
0.27%
on all asset levels
|
VP
– Marsico 21st Century Fund
|
Marsico
Capital (effective May 1, 2001)
|
R
|
0.35%
on the first $1.5 billion, decreasing to 0.23% as assets increase
(a)
|
VP
– Marsico Focused Equities Fund
|
Marsico
Capital (effective March 27, 1998)
|
R
|
0.35%
on the first $1.5 billion, decreasing to 0.23% as assets increase
(a)
|
VP
– Marsico Growth Fund
|
Marsico
Capital (effective October 1, 2003)
|
R
|
0.35%
on the first $1.5 billion, decreasing to 0.23% as assets increase
(a)
|
VP
– MFS Value Fund
|
MFS
(effective May 10, 2010)
|
I
|
0.35%
on the first $100 million, reducing to 0.275% as assets increase
|
VP
– Morgan Stanley Global Real Estate Fund
|
MSIM
(effective May 10, 2010)
|
J
|
0.50%
on assets up to $200 million, reducing to 0.40% thereafter
|
VP
– NFJ Dividend Value Fund
|
NFJ
(effective May 10, 2010)
|
K
|
0.27%
on all asset levels
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
Winslow
Capital
(effective November 17, 2010)
|
L
|
0.40%
on the first $100 million, reducing to 0.25% as assets increase
|
VP
– Partners Small Cap Growth Fund
|
Palisade
(effective Nov. 16, 2012)
|
X
|
0.45%
on the first $100 million, and 0.40% on the next $100 million
|
TLC
(effective May 10, 2010)
|
Y
|
0.45%
on all asset levels
|
WellsCap
(effective May 10, 2010)
|
M
|
0.48%
on all asset levels
|
VP
– Partners Small Cap Value Fund
|
Barrow
Hanley
(effective March 12, 2004)
|
N
|
1.00%
on the first $10 million, reducing to 0.30% as assets increase
(b)
|
Denver
Investments
(effective July 16, 2007)
|
Z
|
0.55%
on all assets levels
|
Donald
Smith
(effective March 12, 2004)
|
S
|
0.60%
on the first $175 million, reducing to 0.55% as assets increase
(b)
|
SBH
(effective August 20, 2014)
|
T
|
0.55%
on the first $10 million, reducing to 0.40% as assets increase
(b)
|
Snow
Capital
(effective August 20, 2014)
|
AA
|
0.50%
on the first $100 million, reducing to 0.40% as assets increase
|
River
Road
(effective April 24, 2006)
|
O
|
0.50%
on all assets
|
Statement
of Additional Information – [May 1, 2015]
|
83
|
Fund
|
Subadviser
|
Parent
Company/Other
Information
|
Fee
Schedule
|
VP
– Pyramis International Equity Fund
|
Pyramis
(effective May 10, 2010)
|
Q
|
0.36%
on the first $350 million, reducing to 0.32% as assets increase
|
VP
– Select International Equity Fund
|
Threadneedle
(effective July 9, 2004)
|
F
|
0.35%
on all assets
|
VP
– Sit Dividend Growth Fund
|
Sit
Investment
(effective Nov. 16, 2012)
|
BB
|
0.65%
on the first $50 million, reducing to 0.20% as assets increase
|
VP
– TCW Core Plus Bond Fund
|
TCW
(effective March 21, 2014)
|
U
|
0.18%
on the first $500 million, reducing to 0.05% as asset levels increase
(b)
|
VP
– U.S. Equities Fund
|
Columbia
WAM
(effective May 10, 2010)
|
C
|
0.60%
on the first $100 million, reducing to 0.50% as assets increase
|
VP
– Victory Established Value Fund
|
Victory
Capital
(effective Nov. 16, 2012)
|
CC
|
0.32%
on the first $400 million, reducing to 0.30% as assets increase
|
VP
– Wells Fargo Short Duration Government Fund
|
WellsCap
(effective May 10, 2010)
|
M
|
0.15%
on assets up to $1 billion, reducing to 0.12% thereafter
|
(a)
|
The fee is calculated based on
the combined net assets of Columbia Funds, or portions thereof, managed by Marsico Capital. This fee schedule became effective on January 23, 2013. Prior to January 23, 2013, the Investment Manager paid Marsico Capital, with respect to Marsico
Flexible Capital Fund, a fee rate of 0.45% on all assets and, with respect to the other Funds, (i) a subadvisory fee for certain Columbia U.S. equity funds, or portions thereof, managed by Marsico Capital (U.S. Funds) at a rate equal to 0.45% on the
first $18 billion of aggregate assets of U.S. Funds declining to 0.35% as assets increase; and (ii) a subadvisory fee for certain Columbia international funds, or portions thereof, managed by Marsico Capital (International Funds) at a rate equal to
0.45% on the first $6 billion of aggregate assets of International Funds declining to 0.35% as assets increase.
|
(b)
|
The fee is calculated based on
the combined net assets of Columbia Funds subject to the subadviser’s investment management.
|
A – American Century Investment Management,
Inc., located at 4500 Main Street, Kansas City, Missouri 64111, is a direct, wholly-owned subsidiary of American Century Companies, Inc. (“ACC”). The Stowers Institute for Medical Research (“SIMR”) controls ACC by virtue of
its beneficial ownership of more than 25% of the voting securities of ACC. SIMR is part of a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatments and prevention of disease.
B – BlackRock, located at 55 East 52nd Street,
NewYork, NY 10055, is a wholly-owned subsidiary of BlackRock, Inc.
C – Columbia WAM, located at 227 West Monroe
Street, Chicago, Illinois 60606, is an indirect wholly-owned subsidiary of Ameriprise Financial.
D – Dimensional Fund Advisors LP, located at
6300 Bee Cave Road, Building One, Austin, Texas 78746, is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation.
E – Eaton Vance Management, located at Two
International Place, Boston, MA 02110, is a wholly-owned subsidiary of Eaton Vance Corp.
F – Threadneedle is a direct subsidiary of
Threadneedle Asset Management Holdings Limited and an affiliate of the Investment Manager, and an indirect wholly-owned subsidiary of Ameriprise Financial. Threadneedle and Threadneedle Asset Management Holdings Limited are located at 60 St Mary
Axe, London EC3A 8JQ, United Kingdom.
G
– J.P. Morgan Investment Management Inc., located at 270 Park Avenue, NewYork, NewYork 10017, is a wholly-owned subsidiary of JPMorgan Chase & Co.
H – Jennison Associates LLC, located at 466
Lexington Avenue, NewYork, NY 10017, is organized under the laws of Delaware as a single member limited liability company whose sole member is Prudential Investments Management, Inc. which is a direct, wholly-owned subsidiary of Prudential Asset
Management Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc.
I – Massachusetts Financial Services Company,
located at 111 Huntington Avenue, Boston, MA 02199, is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial, Inc. (a diversified financial services
company).
J – Morgan Stanley Investment
Management, Inc., located at 522 Fifth Avenue, NewYork, NewYork 10036, is a subsidiary of Morgan Stanley & Co.
Statement
of Additional Information – [May 1, 2015]
|
84
|
K – NFJ Investment Group LLC, located at 2100
Ross Avenue, Suite 700, Dallas, TX 75201, is a direct subsidiary of Allianz Global Investors U.S. LLC, which is an indirect subsidiary of Allianz SE.
L – Winslow Capital Management, LLC, located
at 4720 IDS Tower, 80 South Eighth Street, Minneapolis, MN 55402, is a wholly-owned subsidiary of Nuveen Investments Inc.
M – Wells Capital Management Incorporated,
located at 525 Market Street, San Francisco, California 94105, is a wholly-owned subsidiary of Wells Fargo Bank, N.A., which is indirectly-owned by Wells Fargo & Company.
N – Barrow Hanley, an independent-operating
subsidiary of Old Mutual Asset Management, is located at 2200 Ross Avenue, Dallas, TX 75201-2761.
O – River Road Asset Management LLC, located
at 462 South Fourth Street, Suite 1600, Louisville, Kentucky, is a wholly-owned subsidiary of Aviva Investors, a subsidiary of Aviva plc.
P – Loomis Sayles is a subsidiary of Natixis
US, which is part of Natixis Asset Management, an international asset management group based in Paris, France. It is located at One Financial Center, Boston, MA 02111.
Q – Pyramis Global Advisors, LLC, located at
900 Salem Street, Smithfield, Rhode Island 02917, is an indirect, wholly-owned subsidiary of FMR LLC (Fidelity Investments).
R – Marsico Capital, located at 1200 17th
Street, Suite 1600, Denver, CO 80202, was organized in September 1997 as a Delaware limited liability company and provides investment management services to mutual funds and private accounts. Marsico Capital is an indirect subsidiary of Marsico
Holdings, LLC, a Delaware limited liability company.
S – Donald Smith, located at 152 West 57th
Street 22nd Floor, New York, NY 10019, is an employee-owned registered investment adviser.
T – SBH, located at 540 West Madison Street,
Suite 1900, Chicago, Illinois 60661-2551, is majority owned by Thomas Bravo LLC, a private equity firm, with approximately 55% ownership. The remaining approximately 45% is employee-owned.
U – TCW, which is located at 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017, is a wholly-owned subsidiary of The TCW Group, Inc. On February 6, 2013, The Carlyle Group acquired The TCW Group, Inc. from Société Générale, S.A.
V – Holland is located at 303 W. Madison Ave.,
Suite 700, Chicago, Illinois 60606.
W -
Invesco is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
X – Palisade is located at One Bridge Plaza
North, Suite 695, Fort Lee, New Jersey 07024.
Y – TLC is located at 1801 Bayberry Court,
Suite 301, Richmond, Virginia 23226.
Z –
Denver Investments is located at 1225 17th Street, 26th Floor, Denver, Colorado.
AA – Snow Capital is located at 2000
Georgetowne Drive, Suite 200, Sewickley, PA 15143.
BB – Sit Investment is located at 3300 IDS
Center, 80 South Eighth Street, Minneapolis, Minnesota 55402.
CC – Victory Capital is located at 4900
Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144.
The following table shows the subadvisory fees paid
by the Investment Manager to subadvisers in the last three fiscal periods or, if shorter, since the Fund’s commencement of operations.
|
|
Subadvisory
Fees Paid
|
Fund
|
Subadviser
|
2014
|
2013
|
2012
|
For
Funds with fiscal period ending December 31
|
VP
– American Century Diversified Bond Fund
|
American
Century
|
–
|
$4,903,138
|
$4,220,836
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
BlackRock
|
–
|
1,837,079
|
392,687
(a)
|
VP
– Columbia Wanger International Equities Fund
|
Columbia
WAM
|
–
|
4,207,960
|
3,715,193
|
VP
– Commodity Strategy Fund
|
Threadneedle
|
–
|
171,027
(b)
|
N/A
|
VP
– DFA International Value Fund
|
DFA
|
–
|
2,793,114
|
3,086,381
|
Former
subadviser:
AllianceBernstein L.P.
(May 10, 2010 to Nov. 15, 2011)
|
–
|
N/A
|
N/A
|
VP
– Eaton Vance Floating-Rate Income Fund
|
Eaton
Vance
|
–
|
2,392,786
|
2,637,034
|
Statement
of Additional Information – [May 1, 2015]
|
85
|
|
|
Subadvisory
Fees Paid
|
Fund
|
Subadviser
|
2014
|
2013
|
2012
|
VP
– Emerging Markets Fund
|
Former
subadviser:
Threadneedle
(July 9, 2004 to June 29, 2012
|
–
|
N/A
|
$3,007,438
(c)
|
VP
– Holland Large Cap Growth Fund
|
Former
subadviser:
Marsico Capital
(May 10, 2010 to March 24, 2013)
|
–
|
$1,139,530
(d)
|
7,914,955
|
Holland
|
–
|
2,440,128
(e)
|
N/A
(f)
|
VP
– International Opportunities Fund
|
Marsico
Capital (since inception to May 1, 2015)
|
–
|
433,533
|
692,445
|
VP
– Invesco International Growth Fund
|
Invesco
|
–
|
5,205,273
|
5,162,342
|
VP
– J.P. Morgan Core Bond Fund
|
JPMIM
|
–
|
4,497,491
|
3,768,116
|
VP
– Jennison Mid Cap Growth Fund
|
Jennison
|
–
|
3,332,936
|
1,378,679
|
VP
– Loomis Sayles Growth Fund
|
Former
subadviser:
American Century
(May 10, 2010 to March 20, 2014)
|
–
|
3,686,260
|
5,149,107
|
Loomis
Sayles
|
–
|
N/A
(f)
|
N/A
|
VP
– Marsico 21st Century Fund
|
Marsico
Capital
|
–
|
376,805
|
573,724
|
VP
– Marsico Focused Equities Fund
|
Marsico
Capital
|
–
|
195,336
|
307,141
|
VP
– Marsico Growth Fund
|
Marsico
Capital
|
–
|
854,771
|
1,358,949
|
VP
– MFS Value Fund
|
MFS
|
–
|
5,917,944
|
5,220,766
|
VP
– Morgan Stanley Global Real Estate Fund
|
MSIM
|
–
|
1,836,538
|
1,975,732
|
VP
– NFJ Dividend Value Fund
|
NFJ
|
–
|
5,292,394
|
4,964,816
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
Winslow
Capital
|
–
|
3,706,305
|
4,567,793
|
VP
– Partners Small Cap Growth Fund
|
Former
subadviser:
TCW
(May 10, 2010 to Nov. 15, 2012)
|
–
|
N/A
|
603,114
(g)
|
Palisade
|
–
|
741,270
|
68,523
(h)
|
TLC
|
–
|
876,442
|
835,270
|
WellsCap
|
–
|
956,284
|
887,630
|
VP
– Partners Small Cap Value Fund
|
BHMS
|
–
|
1,719,897
|
1,528,403
|
Denver
Investments
|
–
|
1,794,210
|
1,677,690
|
Donald
Smith
|
–
|
1,830,966
|
1,786,820
|
Former
subadviser:
Turner Investments
(June 6, 2008 to Aug. 19, 2014)
(i)
|
–
|
1,292,298
|
1,232,193
|
River
Road
|
–
|
1,729,612
|
1,581,348
|
SBH
(since August 20, 2014)
(j)
|
–
|
N/A
|
N/A
|
Snow
Capital (since August 20, 2014)
(j)
|
–
|
N/A
|
N/A
|
VP
– Pyramis International Equity Fund
|
Pyramis
|
–
|
4,255,536
|
3,914,253
|
VP
– Select International Equity Fund
|
Threadneedle
|
–
|
1,308,014
|
1,396,858
|
VP
– Sit Dividend Growth Fund
|
Former
subadviser:
Davis Selected Advisers, LP
(April 24, 2006 to Nov. 15, 2012)
|
–
|
N/A
|
3,498,584
(g)
|
Sit
Investment
|
–
|
2,887,191
|
276,113
(h)
|
VP
– TCW Core Plus Bond Fund
|
Former
subadviser:
Pacific Investment Management Company LLC
(May 10, 2010 to March 20, 2014)
|
–
|
2,813,497
|
2,782,867
|
TCW
|
–
|
N/A
(f)
|
N/A
|
VP
– U.S. Equities Fund
|
Columbia
WAM
|
–
|
3,870,714
|
3,701,527
|
Statement
of Additional Information – [May 1, 2015]
|
86
|
|
|
Subadvisory
Fees Paid
|
Fund
|
Subadviser
|
2014
|
2013
|
2012
|
VP
– Victory Established Value Fund
|
Former
subadviser:
Goldman Sachs Asset Management, L.P.
(Feb. 19, 2010 to Nov. 15, 2012)
|
–
|
N/A
|
$3,730,410
(g)
|
Victory
Capital
|
–
|
$3,308,206
|
353,854
(h)
|
VP
– Wells Fargo Short Duration Government Fund
|
WellsCap
|
–
|
3,114,446
|
2,679,565
|
(a)
|
For the period from October 19,
2012 to December 31, 2012.
|
(b)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
(c)
|
For the period from January 1,
2012 to June 29, 2012.
|
(d)
|
For the period from January 1,
2013 to March 24, 2013.
|
(e)
|
For the period from March 25,
2013 to December 31, 2013.
|
(f)
|
The subadviser began managing
the Fund after the most recently completed last fiscal year end; therefore there are no fees to report.
|
(g)
|
For the period from January 1,
2012 to November 15, 2012.
|
(h)
|
For the period from November
16, 2012 to December 31, 2012.
|
(i)
|
For the period from January 1,
2014 to August 19, 2014.
|
(j)
|
For the period from August 20,
2014 to December 31, 2014.
|
Portfolio Managers.
The following table provides information about the portfolio managers of each Fund (other than VP – Cash Management Fund) as of [December 31, 2014], unless otherwise noted. All shares of the
Variable Portfolio funds are owned by life insurance companies and Qualified Plans, and are not available for purchase by individuals. Consequently, no portfolio manager owns any shares of Variable Portfolio funds.
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Aggressive Portfolio
|
Jeffrey
Knight
|
19
RICs
3 other accounts
|
$60.52
billion
$1.63 million
|
None
|
(1)
|
(32)
|
Kent
M. Bergene
|
10
RICs
14 other accounts
|
$53.09
billion
$2.54 million
|
VP
– American Century Diversified Bond Fund
|
American
Century:
Alejandro H. Aguilar
|
10 RICs
1 PIV
2 other accounts
|
$11.38 billion
$9.0 million
$1.28 billion
|
None
|
(2)
|
(33)
|
Robert
V. Gahagan
|
18
RICs
2 PIVs
2 other accounts
|
$17.4
billion
$98.59 million
$1.28 billion
|
Jeffrey
L. Houston
|
9
RICs
1 PIV
1 other account
|
$9.21
billion
$9.0 million
$866.19 million
|
Brian
Howell
|
17
RICs
2 PIVs
2 other accounts
|
$15.87
billion
$95.59 million
$1.28 billion
|
G.
David MacEwen
|
37
RICs
24 PIVs
6 other accounts
|
$26.41
billion
$3.91 billion
$1.22 billion
|
Statement
of Additional Information – [May 1, 2015]
|
87
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Balanced Fund
|
Leonard
Aplet
|
6
RICs
17 PIVs
65 other accounts
|
$13.36
billion
$2.58 billion
$7.74 billion
|
None
|
(3)
|
(32)
|
Brian
Lavin
|
12
RICs
2 PIVs
5 other accounts
|
$24.86
billion
$67.99 million
$3.31 million
|
Gregory
Liechty
|
2
RICs
14 PIVs
44 other accounts
|
$2.29
billion
$2.58 billion
$6.89 billion
|
Guy
Pope
|
9
RICs
4 PIVs
246 other accounts
|
$10.04
billion
$332.27 million
$1.53 billion
|
Ronald
Stahl
|
2
RICs
14 PIVs
37 other accounts
|
$2.29
billion
$2.58 billion
$6.89 billion
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
BlackRock:
Gargi Chaudhuri
|
None
|
N/A
|
N/A
|
(4)
|
(34)
|
Martin
Hegarty
|
7
RICs
4 PIVs
31 other accounts
|
$7.08
billion
$242.40 million
$15.27 billion
|
1
other account
($0.65 M)
|
VP
– Columbia Wanger International Equities Fund
|
Columbia
WAM:
Christopher J. Olson
|
3 RICs
1 other account
|
$1.17 billion
$0.60 million
|
None
|
(5)
|
(35)
|
Louis
Mendes III
|
2
RICs
5 other accounts
|
$9.12
billion
$392.10 million
|
VP
– Commodity Strategy Fund
|
Threadneedle:
David Donora
|
1 RIC
3 PIVs
|
$54.8 million
$1.14 billion
|
3
PIVs ($1.14 B)
|
(6)
|
(36)
|
Nicolas
Robin
|
VP
– Conservative Portfolio
|
Jeffrey
Knight
|
19
RICs
3 other accounts
|
$62.05
billion
$1.63 million
|
None
|
(1)
|
(32)
|
Kent
M. Bergene
|
10
RICs
14 other accounts
|
$54.62
billion
$2.54 million
|
VP
– Core Equity Fund
|
Brian
M. Condon
|
9
RICs
4 PIVs
24 other accounts
|
$8.88
billion
$217.94 million
$4.44 billion
|
1
PIV ($0.01 M)
|
(3)
|
(32)
|
Peter
Albanese
|
|
|
|
VP
– DFA International Value Fund
|
DFA:
Joseph Chi
|
105 RICs
19 PIVs
73 other accounts
|
$198.56 billion
$10.58 billion
$188.85 billion
|
1
PIV
($234.41 M);
1 other account
($343.9 M)
|
(7)
|
(37)
|
Henry
Gray
|
93
RICs
15 PIVs
73 other accounts
|
$198.86
billion
$10.58 billion
$18.85 billion
|
1
PIV
($234.41 M);
1 other account
($343.9 M)
|
Karen
Umland
|
58
RICs
9 PIVs
30 other accounts
|
$198.56
billion
$10.58 billion
$13.38 billion
|
1
other account
($343.9 M)
|
Jed
Fogdall
|
105
RICs
19 PIVs
73 other accounts
|
$198.56
billion
$10.58 billion
$18.85 billion
|
1
PIV
($234.41 M);
1 other account
($343.9 M)
|
Statement
of Additional Information – [May 1, 2015]
|
88
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Diversified Bond Fund
|
Brian
Lavin
|
12
RICs
2 PIVs
5 other accounts
|
$22.88
billion
$67.99 million
$3.31 million
|
None
|
(3)
|
(32)
|
Carl
Pappo
|
4
RICs
5 PIVs
19 other accounts
|
$10.96
billion
$1.47 billion
$2.09 billion
|
Michael
Zazzarino
|
5
RICs
1 PIV
10 other accounts
|
$12.21
billion
$46.26 million
$83.90 million
|
VP
– Dividend Opportunity Fund
|
Steve
Schroll
|
5
RICs
1 PIV
379 other accounts
|
$9.61
billion
$6.14 million
$594.56 million
|
None
|
(3)
|
(32)
|
Paul
Stocking
|
5
RICs
1 PIV
384 other accounts
|
$9.61
billion
$6.14 million
$604.07 million
|
Dean
Ramos
|
5
RICs
1 PIV
379 other accounts
|
$9.61
billion
$6.14 million
$592.01 million
|
VP
– Eaton Vance Floating-Rate Income Fund
|
Eaton
Vance:
Scott H. Page
|
16 RICs
8 PIVs
2 other accounts
|
$36.11 billion
$9.29 billion
$1.51 billion
|
1
PIV ($253 M)
|
(8)
|
(38)
|
Craig
P. Russ
|
12
RICs
1 PIV
2 other accounts
|
$31.03
billion
$5.88 billion
$1.51 billion
|
None
|
Andrew
Sveen
|
5
RICs
|
$3.19
billion
|
None
|
VP
– Emerging Markets Bond Fund
|
James
Carlen
|
3
RICs
4 PIVs
7 other accounts
|
$902.49
million
$13.13 billion
$134.76 million
|
None
|
(3)
|
(32)
|
Henry
Stipp
|
2
RICs
3 PIVs
4 other accounts
|
$859.2
million
$385.4 million
$565.5 million
|
3
PIVs ($385.4 M)
|
(6)
|
(36)
|
VP
– Emerging Markets Fund
|
Dara
J. White
|
3
RICs
1 PIV
7 other accounts
|
$1.40
billion
$419.36 million
$87.10 million
|
None
|
(3)
|
(32)
|
Robert
B. Cameron
|
1
RIC
1 PIV
7 other accounts
|
$1.31
billion
$419.36 million
$87.18 million
|
Jasmine
Huang
|
3
RICs
1 PIV
13 other accounts
|
$1.75
billion
$419.36 million
$86.95 million
|
Young
Kim
(a)
|
6
other accounts
|
$153,904.11
|
VP
– Global Bond Fund
|
Gene
Tannuzzo
|
4
RICs
72 other accounts
|
$4.92
billion
$1.27 billion
|
None
|
(3)
|
(32)
|
Zach
Pandl
|
3
RICs
7 other accounts
|
$4.61
billion
$0.23 million
|
None
|
Jim
Cielinski
|
2
RICs
4 PIVs
1 other accounts
|
$216.99
million
$994.4 million
$34.4 million
|
1
PIV ($13.9 M)
|
(6)
|
(36)
|
Matthew
Cobon
|
2
RICs
2 PIVs
|
$216.99
million
$732.10 million
|
2
PIVs ($732.1 M)
|
Statement
of Additional Information – [May 1, 2015]
|
89
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– High Yield Bond Fund
|
Brian
Lavin
|
12
RICs
2 PIVs
5 other accounts
|
$25.21
billion
$67.99 million
$3.31 million
|
None
|
(3)
|
(32)
|
Jennifer
Ponce de Leon
|
1
RIC
30 PIVs
37 other accounts
|
$1.95
billion
$31.62 billion
$5.47 billion
|
VP
– Holland Large Cap Growth Fund
|
Holland:
Monica Walker
|
1 RIC
55 other accounts
|
$95.1 million
$2.20 billion
|
1
RIC ($95.1 M);
2 other accounts
($1.02 B)
|
(9)
|
(39)
|
Carl
Bhathena
|
VP
– Income Opportunities Fund
|
Brian
Lavin
|
12
RICs
2 PIVs
5 other accounts
|
$24.64
billion
$67.99 million
$3.31 million
|
None
|
(3)
|
(32)
|
VP
– International Opportunities Fund
|
Simon
Haines
(b)
|
|
|
None
|
(6)
|
(36)
|
William
Davies
(b)
|
|
|
David
Dudding
(b)
|
|
|
VP
– Invesco International Growth Fund
|
Invesco:
Clas G. Olsson
|
13 RICs
9 PIVs
9,698 other accounts
|
$15.82 billion
$2.49 billion
$4.38 billion
|
None
|
(10)
|
(40)
|
Brent
Bates
|
10
RICs
9,697 other accounts
|
$14.24
billion
$4.07 billion
|
Matthew
Dennis
|
12
RICs
5 PIVs
9,697 other accounts
|
$15.54
billion
$786.10 million
$4.07 billion
|
Shuxin
Cao
|
16
RICs
2 PIVs
9,698 other accounts
|
$19.68
billion
$579.90 million
$4.38 billion
|
Jason
Holzer
|
16
RICs
9 PIV
9,698 other accounts
|
$17.68
billion
$2.49 billion
$4.38 billion
|
Mark
Jason
|
12
RICs
1 PIVs
9,697 other accounts
|
$18.12
billion
$278.10 million
$4.07 billion
|
Richard
Nield
|
10
RICs
7 PIVs
9,697 other accounts
|
$15.09
billion
$1.91 billion
$4.07 billion
|
VP
– J.P. Morgan Core Bond Fund
|
JPMIM:
Peter Simons
|
9 RICs
3 PIVs
29 other accounts
|
$9.02 billion
$6.81 billion
$6.59 billion
|
1
other account
($33.26 B)
|
(11)
|
(41)
|
Douglas
S. Swanson
|
13
RICs
8 PIVs
60 other accounts
|
$37.94
billion
$10.40 billion
$13.35 billion
|
4
other accounts
($2.06 B)
|
Statement
of Additional Information – [May 1, 2015]
|
90
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Jennison Mid Cap Growth Fund
|
Jennison:
John Mullman
|
5 RICs
4 PIVs
12 other accounts
(d)
|
$13.98 billion
$1.09 billion
$2.23 billion
|
None
|
(12)
|
(42)
|
Jeffrey
Rabinowitz
|
2
RICs
1 PIV
1 other account
(d)
|
$10.49
billion
$232 million
$147 million
|
VP
– Large Cap Growth Fund
|
Peter
Deininger
|
2
RICs
1 PIV
9 other accounts
|
$3.13
billion
$80.71 million
$218.64 million
|
None
|
(3)
|
(32)
|
John
Wilson
|
2
RICs
1 PIV
10 other accounts
|
$3.13
billion
$80.71 million
$230.06 million
|
Tchintcia
S. Barros
(c)
|
6
other accounts
|
$350,077.42
|
VP
– Large Core Quantitative Fund
|
Brian
Condon
|
9
RICs
4 PIVs
24 other accounts
|
$7.07
billion
$217.94 million
$4.44 billion
|
1
PIV ($0.01 M)
|
(3)
|
(32)
|
Peter
Albanese
|
|
|
|
VP
– Limited Duration Credit Fund
|
Tom
Murphy
|
7
RICs
29 PIVs
32 other accounts
|
$2.53
billion
$31.60 billion
$3.68 billion
|
3
other accounts
($209.81 M)
|
(3)
|
(32)
|
Tim
Doubek
|
6
RICs
27 other accounts
|
$2.53
billion
$2.35 billion
|
3
other accounts
($209.81 M)
|
Royce
Wilson
|
1
RIC
2 other accounts
|
$1.10
billion
$0.22 million
|
None
|
VP
– Loomis Sayles Growth Fund
|
Loomis
Sayles:
Aziz Hamzogullari
|
7 RICs
6 PIVs
52 other accounts
|
$5.28 billion
$470.0 million
$2.93 billion
|
None
|
(13)
|
(43)
|
VP
– Managed Volatility Moderate Growth Fund
|
Kent
Bergene
|
10
RICs
14 other accounts
|
$50.87
billion
$2.54 million
|
None
|
(1)
|
(32)
|
Jeffrey
Knight
|
19
RICs
3 other accounts
|
$58.30
billion
$1.63 million
|
Melda
Mergen
|
10
RICs
3 other accounts
|
$9.01
billion
$0.79 million
|
Kent
Petersen
|
8
RICs
4 PIVs
6 other accounts
|
$3.01
billion
$10.07 million
$0.44 million
|
Todd
White
|
7
RICs
4 PIVs
11 other accounts
|
$2.98
billion
$10.07 million
$7.47 million
|
Brian
Virginia
|
9
other accounts
|
$3.20
million
|
VP
– Marsico 21st Century Fund
|
Marsico
Capital:
Brandon Geisler
|
2 RICs
1 other account
|
$1.45 billion
$66.50 billion
|
None
|
(14)
|
(44)
|
Statement
of Additional Information – [May 1, 2015]
|
91
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Marsico Focused Equities Fund
|
Marsico
Capital:
Thomas Marsico
|
18 RICs
9 PIVs
43 other accounts
|
$7.96 billion
$1.25 billion
$3.89 billion
|
None
|
(14)
|
(44)
|
Coralie
Witter
|
11
RICs
8 PIVs
37 other accounts
|
$6.98
billion
$1.23 billion
$3.81 billion
|
VP
– Marsico Growth Fund
|
Marsico
Capital:
Thomas Marsico
|
18 RICs
9 PIVs
43 other accounts
|
$7.73 billion
$1.25 billion
$3.89 billion
|
None
|
(14)
|
(44)
|
Coralie
Witter
|
11
RICs
8 PIVs
37 other accounts
|
$6.75
billion
$1.23 billion
$3.81 billion
|
Kevin
Boone
(a)
|
None
|
None
|
VP
– MFS Value Fund
|
MFS:
Nevin P. Chitkara
|
18 RICs
6 PIVs
42 other accounts
|
$56.4 billion
$5.1 billion
$16.9 billion
|
None
|
(15)
|
(45)
|
Steven
R. Gorham
|
17
RICS
6 PIVs
42 other accounts
|
$56.3
billion
$5.1 billion
$16.9 billion
|
VP
– Mid Cap Growth Opportunity Fund
|
George
Myers
|
2
RICs
3 PIVs
10 other accounts
|
$2.84
billion
$345.37 million
$27.19 million
|
None
|
(3)
|
(32)
|
Brian
Neigut
|
2
RICs
3 PIVs
10 other accounts
|
$2.84
billion
$345.37 million
$26.68 million
|
James
King
|
2
RICs
2 PIVs
9 other accounts
|
$2.84
billion
$329.34 million
$154.43 million
|
William
Chamberlain
|
1
RIC
2 PIVs
5 other accounts
|
$2.65
billion
$329.34 million
$154.43 million
|
VP
– Mid Cap Value Opportunity Fund
|
David
Hoffman
|
3
RICs
1 PIV
7 other accounts
|
$5.72
billion
$314.38 million
$135.73 million
|
None
|
(3)
|
(32)
|
Jonas
Patrikson
|
6
other accounts
|
$0.64
million
|
Diane
Sobin
|
1
RIC
4 PIVs
12 other accounts
|
$3.87
billion
$1.5 billion
$5.41 billion
|
2
other accounts
($439.8 M)
|
(6)
|
(36)
|
VP
– Moderate Portfolio
|
Jeffrey
Knight
|
19
RICs
3 other accounts
|
$40.85
billion
$1.63 million
|
None
|
(1)
|
(32)
|
Kent
M. Bergene
|
10
RICs
14 other accounts
|
$33.41
billion
$2.54 million
|
None
|
VP
– Moderately Aggressive Portfolio
|
Jeffrey
Knight
|
19
RICs
3 other accounts
|
$50.80
billion
$1.63 million
|
None
|
(1)
|
(32)
|
Kent
M. Bergene
|
10
RICs
14 other accounts
|
$43.37
billion
$2.54 million
|
None
|
VP
– Moderately Conservative Portfolio
|
Jeffrey
Knight
|
19
RICs
3 other accounts
|
$58.76
billion
$1.63 million
|
None
|
(1)
|
(32)
|
Kent
M. Bergene
|
10
RICs
14 other accounts
|
$51.33
billion
$2.54 million
|
None
|
Statement
of Additional Information – [May 1, 2015]
|
92
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Morgan Stanley Global Real Estate Fund
|
MSIM:
Theodore R. Bigman
|
13 RICs
14 PIVs
53 other accounts
|
$5.84 billion
$7.18 billion
$6.74 billion
|
14
other accounts
($1.16 B)
|
(17)
|
(47)
|
Michiel
te Paske
|
5
RICs
10 PIVs
45 other accounts
|
$2.83
billion
$5.71 billion
$4.66 billion
|
9
other accounts
($322.43 M)
|
Sven
van Kemenade
|
5
RICs
10 PIVs
45 other accounts
|
$2.83
billion
$5.71 billion
$4.66 billion
|
9
other accounts
($322.43 M)
|
Angeline
Ho
|
5
RICs
9 PIVs
44 other accounts
|
$2.83
billion
$5.80 billion
$4.53 billion
|
9
other accounts
($322.43 M)
|
Bill
Grant
|
None
|
N/A
|
N/A
|
VP
– NFJ Dividend Value
Fund
|
NFJ:
Benno J. Fischer
|
23 RICs
4 PIVs
66 other accounts
|
$27.98 billion
$400.0 million
$12.98 billion
|
None
|
(17)
|
(48)
|
R.
BurnsMcKinney
|
15
RICs
2 PIVs
51 other accounts
|
$17.38
billion
$307.0 million
$11.89 billion
|
Thomas
W. Oliver
|
17
RICs
2 PIVs
55 other accounts
|
$17.45
billion
$307.0 million
$12.24 billion
|
Paul
Magnuson
|
20
RICs
4 PIVs
66 other accounts
|
$27.83
billion
$400.0 million
$12.31 billion
|
L.
Baxter Hines
|
13
RICs
2 PIVs
49 other accounts
|
$16.53
billion
$307.0 million
$11.68 billion
|
Jeff
Reed
|
11
RICs
33 other accounts
|
$12.78
billion
$7.62 billion
|
Morley
Campbell
|
12
RICs
2 PIVs
38 other accounts
|
$20.31
billion
$92.0 million
$7.79 billion
|
John
Mowrey
|
10
RICs
4 PIVs
32 other accounts
|
$5.9
billion
$401.0 million
$5.16 billion
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
Winslow
Capital:
Justin H. Kelly
|
7 RICs
7 PIVs
1,638 other accounts
|
$23.55 billion
$2.14 billion
$10.15 billion
|
4
other accounts
($545 M)
|
(18)
|
(49)
|
Patrick
M. Burton
|
Clark
J. Winslow
|
Statement
of Additional Information – [May 1, 2015]
|
93
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Partners Small Cap Growth Fund
|
Palisade:
Sammy Oh
|
2 RICs
4 PIVs
24 other accounts
|
$361.0 million
$170.0 million
$1.04 billion
|
3
other accounts
($371 M)
|
(19)
|
(50)
|
TLC:
Stephen M. Goddard
|
4 RICs
641 other accounts
|
$1.66 billion
$6.53 billion
|
2
other accounts
($6.45 M)
|
(20)
|
(51)
|
Jonathan
T. Moody
|
4
RICs
641 other accounts
|
$1.66
billion
$6.53 billion
|
None
|
J.
Brian Campbell
|
4
RICs
641 other accounts
|
$1.66
billion
$6.53 billion
|
None
|
Mark
E. DeVaul
|
4
RICs
641 other accounts
|
$1.66
billion
$6.53 billion
|
None
|
WellsCap:
Thomas C. Ognar
|
7 RICs
7 PIVs
74 other accounts
|
$20.86 billion
$2.53 billion
$2.90 billion
|
2
other accounts
($517.57 M)
|
(21)
|
(52)
|
Joseph
M. Eberhardy
|
Bruce
C. Olson
|
Statement
of Additional Information – [May 1, 2015]
|
94
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Partners Small Cap Value Fund
|
BHMS:
James S. McClure
|
4 RICs
19 other accounts
|
$1.70 billion
$1.38 billion
|
None
|
(22)
|
(53)
|
John
P. Harloe
|
Denver:
Kris Herrick
|
4 RICs
1 PIV
162 other accounts
|
$489.0 million
$48.0 million
$827.0 million
|
2
other accounts
($234 M)
|
(23)
|
(54)
|
Troy
Dayton
|
Mark
Adelmann
|
Derek
Anguilm
|
Lisa
Ramirez
|
Donald
Smith:
Donald G. Smith
|
2 RICs
1 PIV
43 other accounts
|
$1.98 billion
$76.0 million
$3.75 billion
|
1
RIC ($1.93 M);
1 other account
($131 M)
|
(24)
|
(55)
|
Richard
L. Greenberg
|
SBH:
Mark Dickherber
|
|
|
|
(25)
|
(56)
|
Shaun
Nicholson
|
|
|
|
Snow
Capital:
Joshua Schachter
|
|
|
|
(31)
|
(46)
|
Anne
Wickland
|
|
|
|
River
Road:
James C. Shircliff
|
6 RICs
24 PIVs
151 other accounts
|
$2.03 billion
$1.94 billion
$4.80 billion
|
1
other account
($380 M)
|
(26)
|
(57)
|
R.
Andrew Beck
|
3
RICs
1 PIV
47 other accounts
|
$657.0
million
$5.0 million
$1.14 billion
|
None
|
J.
Justin Akin
|
3
RICs
1 PIV
43 other accounts
|
$657.0
million
$5.0 million
$1.13 billion
|
None
|
VP
– Pyramis International Equity Fund
|
Pyramis:
Cesar Hernandez
|
4 RICs
17 PIVs
50 other accounts
|
$839.0 million
$8.45 billion
$20.10 billion
|
1
PIV ($5.3 B);
11 other accounts
($9.73 B)
|
(27)
|
(58)
|
VP
– S&P 500 Index Fund
|
Christopher
Lo
|
162
other accounts
|
$647.2
million
|
None
|
(3)
|
(32)
|
Vadim
Shteyn
|
3
RICs
1 PIV
7 other accounts
|
$9.53
billion
$355.25 million
$641.92 million
|
VP
– Select International Equity Fund
|
Threadneedle:
Simon Haines
(b)
|
|
|
None
|
(6)
|
(36)
|
William
Davies
|
2
PIVs
4 other accounts
|
$1.33
billion
$4.44 billion
|
David
Dudding
|
1
other account
|
$357.3
million
|
VP
– Select Large-Cap Value Fund
|
Richard
S. Rosen
|
4
RICs
1 PIV
876 other accounts
|
$1.44
billion
$62.04 million
$3.34 billion
|
None
|
(3)
|
(32)
|
Kari
Montanus
|
4
other accounts
|
$0.94
million
|
Statement
of Additional Information – [May 1, 2015]
|
95
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– Select Smaller-Cap Value Fund
|
Richard
S. Rosen
|
4
RICs
1 PIV
876 other accounts
|
$2.06
billion
$62.04 million
$3.34 billion
|
None
|
(3)
|
(32)
|
Kari
Montanus
|
4
other accounts
|
$0.94
million
|
VP
– Seligman Global Technology Fund
|
Paul
Wick
|
3
RICs
1 PIV
4 other accounts
|
$3.65
billion
$113.09 million
$4.69 million
|
1
PIV ($113.09 M)
|
(3)
|
(59)
|
Ajay
Diwan
|
3
RICs
5 other accounts
|
$3.65
billion
$1.36 million
|
None
|
Shekhar
Pramanick
|
1
RIC
5 other accounts
|
$3.39
billion
$2.22 million
|
None
|
Sanjay
Devgan
|
2
RICs
2 other accounts
|
$3.48
billion
$0.31 million
|
None
|
Rahul
Narang
|
3
RICs
10 other accounts
|
$1.65
billion
$86.09 million
|
None
|
(3)
|
(32)
|
VP
– Sit Dividend Growth Fund
|
Sit
Investment:
Roger J. Sit
|
8 RICs
11 PIVs
41 other accounts
|
$1.67 billion
$223.0 million
$1.72 billion
|
None
|
(28)
|
(60)
|
Kent
L. Johnson
|
4
RICs
6 PIVs
21 other accounts
|
$1.42
billion
$164.0 million
$1.0 billion
|
Michael
J. Stellmacher
|
3
RICs
6 PIVs
31 other accounts
|
$1.43
billion
$154.0 million
$1.47 billion
|
VP
– TCW Core Plus Bond Fund
|
TCW:
Tad Rivelle
|
23 RICs
36 PIVs
213 other accounts
|
$45.55 billion
$4.95 billion
$26.23 billion
|
2
RICs
($261.2 M);
29 PIVs ($3.8 B);
5 other accounts
($1.91 B)
|
(29)
|
(61)
|
Laird
Landmann
|
24
RICs
36 PIVs
213 other accounts
|
$41.99
billion
$4.95 billion
$26.34 billion
|
1
RIC ($253.7 M);
29 PIVs ($3.8 B);
5 other accounts
($1.91 B)
|
Steve
Kane
|
25
RICs
40 PIVs
213 other accounts
|
$41.98
billion
$5.74 billion
$26.34 billion
|
2
RICs
($261.2 M);
30 PIVs ($4.2 B);
5 other accounts
($1.91 B)
|
Bryan
Whalen
|
16
RICs
34 PIVs
212 other accounts
|
$16.73
billion
$4.92 billion
$24.18 billion
|
29
PIVs ($3.8 B);
5 other accounts
($1.91 B)
|
Statement
of Additional Information – [May 1, 2015]
|
96
|
|
|
Other
Accounts Managed (excluding the fund)
|
|
|
Fund
|
Portfolio
Manager
|
Number
and type
of account*
|
Approximate
Total Net Assets
|
Performance
Based
Accounts**
|
Potential
Conflicts
of Interest
|
Structure
of
Compensation
|
VP
– U.S. Equities Fund
|
Columbia
Management
Alfred Alley
(b)
|
|
|
|
(3)
|
(32)
|
Brian
Condon
(b)
|
|
|
|
Jarl
Ginsberg
(b)
|
|
|
|
Christian
Stadlinger
(b)
|
|
|
|
David
Hoffman
(b)
|
|
|
|
Columbia
WAM:
Robert A. Mohn
|
3 RICs
1 PIV
3 other accounts
|
$24.29 billion
$53.70 million
$1.12 billion
|
None
|
(5)
|
(35)
|
David
L. Frank
|
4
other accounts
|
$2.60
million
|
VP
– U.S. Government Mortgage Fund
|
Jason
J. Callan
|
2
RICs
2 PIVs
4 other accounts
|
$1.81
billion
$78.28 million
$0.89 million
|
None
|
(3)
|
(32)
|
Tom
Heuer
|
1
RIC
6 other accounts
|
$1.78
billion
$1.09 million
|
VP
– Victory Established Value Fund
|
Victory
Capital:
Gary H. Miller
|
1 RIC
1 PIV
1 other account
|
$2.03 billion
$25.4 million
$57.5 million
|
None
|
(30)
|
(62)
|
Gregory
M. Conners
|
Jeffrey
M. Graff
|
James
Albers
|
Mike
Rodarte
|
VP
– Wells Fargo Short Duration Government Fund
|
WellsCap:
Thomas O’Connor
|
9 RICs
2 PIVs
33 other accounts
|
$8.61 billion
$1.34 billion
$10.05 billion
|
1
other account
($513.91 M)
|
(21)
|
(52)
|
Troy
Ludgood
|
*
|
RIC refers to a Registered
Investment Company; PIV refers to a Pooled Investment Vehicle.
|
**
|
Number of accounts for which
the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts.
|
(a)
|
The portfolio manager began
managing the Fund after its fiscal year end; reporting information is provided as of December 31, 2014.
|
(b)
|
The portfolio manager began
managing the Fund after its fiscal year end; reporting information is provided as of March 31, 2015.
|
(c)
|
The portfolio manager began
managing the Fund after its fiscal year end; reporting information is provided as of January 31, 2015.
|
(d)
|
Other accounts excludes the
assets and number of accounts in wrap fee programs that are managed using model portfolios.
|
Potential Conflicts of Interest
(1)
|
Columbia Management:
Management of funds-of-funds differs from that of the other Funds. The portfolio management process is set forth generally below and in more detail in the Funds’ prospectus.
|
|
Portfolio
managers of the fund-of-funds may be involved in determining each funds-of-fund’s allocation among the three main asset classes (equity, fixed income and cash) and the allocation among investment categories within each asset class, as well as
each funds-of-fund’s allocation among the underlying funds.
|
■
|
Because of the
structure of the funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other Funds.
|
■
|
The
Investment Manager and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees.
|
Statement
of Additional Information – [May 1, 2015]
|
97
|
In addition to the accounts
above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The Investment Manager has in place a Code of Ethics that is designed to address conflicts and
that, among other things, imposes restrictions on the ability of the portfolio managers and other “investment access persons” to invest in securities that may be recommended or traded in the Fund and other client accounts.
To the extent a fund-of-funds
invest in securities and instruments other than other Funds, the portfolio manager is subject to the potential conflicts of interest described in (2) below.
A Fund’s portfolio
manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the fund and other accounts. Many of the potential conflicts
of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the Investment Management activities of the Investment Manager and its
affiliates.
(2)
|
American Century:
Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies, such as one portfolio buying or selling
a security while another portfolio has a differing, potentially opposite position in such security. This may include one portfolio taking a short position in the security of an issuer that is held long in another portfolio (or vice versa). Other
potential conflicts may arise with respect to the allocation of investment opportunities, which are discussed in more detail below. American Century has adopted policies and procedures that are designed to minimize the effects of these
conflicts.
|
|
Responsibility for
managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, quantitative equity, U.S. growth mid and small-cap, U.S. growth large-cap, value, global and non-U.S., fixed
income, and asset allocation. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective,
approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest. In addition, American Century
Investments maintains an ethical wall around each of its equity disciplines (U.S. growth large-cap, U.S. growth mid- and small-cap, value, quantitative equity and global and non-U.S.), meaning that access to information regarding any
portfolio’s transactional activities is only available to team members of the investment discipline that manages such portfolio. The ethical wall is intended to aid in preventing the misuse of portfolio holdings information and trading
activity in the other disciplines.
|
|
For each
investment strategy, one portfolio is generally designated as the “policy portfolio.” Other portfolios with similar investment objectives, guidelines and restrictions are referred to as “tracking portfolios.” When managing
policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century’s trading systems include various order entry programs that assist in the management of
multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately
from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not. American Century may aggregate orders
to purchase or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or
otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of
orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in
amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions
are not executed through a centralized trading desk. Instead, fund teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of
trade execution and orders entered on the fixed income order management system.
|
|
Finally,
investment of American Century’s corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies and procedures intended to provide
that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios.
|
Statement
of Additional Information – [May 1, 2015]
|
98
|
(3)
|
Columbia Management:
Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same
time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized
below.
|
|
The management of
accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an
incentive to favor higher fee accounts.
|
|
Potential
conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and
certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds.
|
|
A portfolio
manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those Funds and/or accounts. The effects of this potential conflict may be more pronounced where Funds and/or accounts
managed by a particular portfolio manager have different investment strategies.
|
|
A portfolio
manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate
costs and benefits among the Funds and the other accounts the portfolio manager manages.
|
|
A potential
conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well
as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions,
if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. In addition, although the Investment Manager has
entered into a personnel sharing arrangement with Threadneedle, the Investment Manager and Threadneedle maintain separate trading operations for their clients. By maintaining separate trading operations in this manner, the Funds may forego certain
opportunities including the aggregation of trades across certain accounts managed by Threadneedle. This could result in the Funds competing in the market with one or more accounts managed by Threadneedle for similar trades. In addition, it is
possible that the separate trading desks of the Investment Manager and Threadneedle may be on opposite sides of a trade execution for a Fund at the same time.
|
|
“Cross
trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager
is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager and the Funds have adopted compliance procedures that provide that any transactions between a
Fund and another account managed by the Investment Manager are to be made at a current market price, consistent with applicable laws and regulations.
|
|
Another potential
conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may
give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition
to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A
portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of
portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds.
|
|
To the extent a
Fund invests in underlying Funds, a portfolio manager will be subject to the potential conflicts of interest described in (1) above.
|
|
A
Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts. Many of
the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the Investment Management activities of the Investment
Manager and its affiliates.
|
(4)
|
BlackRock:
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another.
BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio
|
Statement
of Additional Information – [May 1, 2015]
|
99
|
|
transactions,
personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous
clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in
which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director,
shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or
any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of
which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the
officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the
strategy utilized for a fund. It should also be noted that Messrs. Hegarty and Weinstein may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Messrs.
Hegarty and Weinstein may therefore be entitled to receive a portion of any incentive fees earned on such accounts.
|
|
As
a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties.
BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in
client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
|
(5)
|
Columbia WAM:
Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same
time. Columbia WAM and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized
below.
|
|
The management of
accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), if any, may raise potential conflicts of interest for a portfolio manager by
creating an incentive to favor higher fee accounts.
|
|
Potential
conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to Columbia WAM’s Code of Ethics and certain limited
exceptions, Columbia WAM’s investment professionals do not have the opportunity to invest in client accounts, other than the Funds. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and
attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies.
|
|
A portfolio
manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate
costs and benefits among the Funds and the other accounts the portfolio manager manages.
|
|
A potential
conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well
as other accounts, Columbia WAM’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any.
Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold.
|
|
“Cross
trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager
is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. Columbia WAM and the Funds have adopted compliance procedures that provide that any transactions between the Fund and
another account managed by Columbia WAM are to be made at an independent current market price, consistent with applicable laws and regulation.
|
Statement
of Additional Information – [May 1, 2015]
|
100
|
|
Another potential
conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may
give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition
to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A
portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of
portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds.
|
|
A
Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Fund and other
accounts. Many of the potential conflicts of interest to which Columbia WAM’s portfolio managers are subject are essentially the same as or similar to the potential conflicts of interest related to the investment management activities of
Columbia WAM and its affiliates.
|
(6)
|
Threadneedle:
Threadneedle portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions, and other pooled investment vehicles. Portfolio
managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose
fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment
opportunities, and the aggregation and allocation of trades. In addition, a portfolio manager’s responsibilities at Threadneedle include working as a securities analyst. This dual role may give rise to conflicts with respect to making
investment decisions for accounts that he/she manages versus communicating his/her analyses to other portfolio managers concerning securities that he/she follows as an analyst.
|
|
Threadneedle
has a fiduciary responsibility to all of the clients for which it manages accounts. Threadneedle seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts
in a fair and timely manner. Threadneedle has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management
of multiple types of accounts for multiple clients.
|
(7)
|
DFA:
Actual or apparent conflicts of interest may arise when a portfolio manager has the primary day-to-day responsibilities with respect to a mutual fund, such as the Variable Portfolio – DFA International Value Fund
(“Fund”), and other accounts. Other accounts include registered mutual funds (including proprietary mutual funds advised by DFA or its affiliates), other unregistered pooled investment vehicles, and other accounts managed for
organizations and individuals (“Accounts”). An Account may have similar investment objectives to the Fund, or may purchase, sell or hold securities that are eligible to be purchased, sold or held by a fund. Actual or apparent conflicts
of interest include:
|
■
|
Time Management.
The management of the Fund and other Accounts may result in a portfolio manager devoting unequal time and attention to the management of the fund and/or Accounts. DFA seeks to manage such competing interests for the
time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most Accounts managed by a portfolio manager within an investment discipline are managed using the same investment models.
|
■
|
Investment
Opportunities.
It is possible that at times identical securities will be held by the Fund and one or more Accounts. However, positions in the same security may vary and the length of time that the Fund may hold
investments in the same security may likewise vary. If a portfolio manager identifies a limited investment opportunity that may be suitable for the Fund and one or more Accounts, the Fund may not be able to take full advantage of that opportunity
due to an allocation of filled purchase or sale orders across all eligible Accounts. To address these situations, DFA has adopted procedures for allocating portfolio transactions across multiple Accounts.
|
■
|
Broker
Selection.
With respect to securities transactions for the Fund, DFA determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect
to certain Accounts (such as separate accounts), DFA may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, DFA or its affiliates may place separate,
non-simultaneous, transactions for the Fund and another Account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the Account.
|
Statement
of Additional Information – [May 1, 2015]
|
101
|
■
|
Performance-Based
Fees.
For some Accounts, DFA may be compensated based on the profitability of the Account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for
DFA with regard to Accounts where DFA is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where DFA might share in investment gains.
|
■
|
Investment
in an Account.
A portfolio manager or his/her relatives may invest in an Account that he or she manages and a conflict may arise where he or she may therefore have an incentive to treat the Account in which the
portfolio manager or his/her relatives invest preferentially as compared to other Accounts for which he or she has portfolio management responsibilities.
|
DFA has adopted certain
compliance procedures that are reasonably designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(8)
|
Eaton Vance:
It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the fund’s investments on the one hand and the investments of other accounts for which the portfolio
manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the fund and other accounts he advises. In addition, due to differences
in the investment strategies or restrictions between the fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the fund. In some cases, another account
managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager
in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio managers will endeavor to exercise their discretion in a manner that they believe is equitable to all interested
persons. Eaton Vance has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern Eaton Vance’s trading practices, including among other things the aggregation
and allocation of trades among clients, brokerage allocation, cross trades and best execution.
|
(9)
|
Holland:
Portfolio Managers at the subadviser manage portfolios for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance
companies, or foundations), commingled trust accounts, and investment programs. They may have investment objectives, strategies and risk profiles that are similar to or differ from those of the Fund. Portfolio Managers make investment decisions for
each portfolio, including the Fund, based on the investment objectives, policies, practices and other relevant investment considerations applicable to that client portfolio. In managing other accounts, certain material conflicts of interest may
arise. Potential conflicts include, for example, conflicts between the investment strategy of the Fund and the investment strategy of other accounts managed by the Fund’s Portfolio Managers and conflicts in the allocation of investment
opportunities between the Fund and such other accounts. Potential material conflicts may also arise in connection with the Portfolio Managers’ management of the Fund’s investments, on the one hand, and the investments of the other
accounts, on the other, or where the other accounts have higher or performance-based fee arrangements. The subadviser has a fiduciary responsibility to treat all clients fairly. The sub-advisor has adopted and implemented policies and procedures,
including brokerage and trade allocation policies and procedures that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, the sub-advisor monitors a variety of areas, including compliance
with the account’s guidelines, the allocation of securities, and compliance with its Code of Ethics.
|
(10)
|
Invesco:
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who
manage multiple funds and/or other accounts may be presented with one or more of the following potential conflicts:
|
■
|
The management of
multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. Invesco seeks to manage such competing interests for the time and attention of portfolio
managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the funds.
|
■
|
If a portfolio
manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all
eligible funds and other accounts. To deal with these situations, Invesco and the funds have adopted procedures for allocating portfolio transactions across multiple accounts.
|
■
|
Invesco
determines which broker to use to execute each order for securities transactions for the funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an
affiliate acts as subadviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Invesco may be limited by the client with respect to the selection of
|
Statement
of Additional Information – [May 1, 2015]
|
102
|
|
brokers or may be
instructed to direct trades through a particular broker. In these cases, trades for a fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a
security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the fund or other account(s) involved.
|
■
|
Finally,
the appearance of a conflict of interest may arise where Invesco has an incentive, such as a performance-based management fee, which relates to the management of one fund or account but not all funds and accounts for which a portfolio manager has
day-to-day management responsibilities.
|
Invesco and the funds have
adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(11)
|
JPMIM:
The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund (“Similar Accounts”). Potential conflicts may
include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.
|
|
Responsibility for
managing J.P. Morgan Investment Management Inc. (JP Morgan)’s and its affiliates’ clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are
managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same
approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimizes the potential for
conflicts of interest.
|
|
JP Morgan and/or
its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential
conflict of interest for JP Morgan and its affiliates or its portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, JP Morgan or its affiliates could be viewed as
having a conflict of interest to the extent that JP Morgan or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JP
Morgan’s or its affiliate’s employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or
investment restrictions imposed upon JP Morgan and its affiliates by law, regulation, contract or internal policies.
|
|
Allocations of
aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JP Morgan or its affiliates may have
an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JP Morgan and its affiliates may be perceived as causing accounts
they manage to participate in an offering to increase JP Morgan’s and its affiliates’ overall allocation of securities in that offering.
|
|
A potential
conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when
a sale in one account lowers the sale price received in a sale by a second account. If JP Morgan or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JP Morgan or its affiliates could be
seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.
|
|
As an internal
policy matter, JP Morgan or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments JP Morgan or its affiliates will take on behalf of its various
clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude a Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise
meet the Fund’s objectives.
|
|
The
goal of JP Morgan and its affiliates is to meet their fiduciary obligation with respect to all clients. JP Morgan and its affiliates have policies and procedures that seek to manage conflicts. JP Morgan and its affiliates monitor a variety of
areas, including compliance with fund guidelines, review of allocation decisions and compliance with JP Morgan’s Codes of Ethics and JPMC’s Code of Conduct. With respect to the allocation of investment opportunities, JP Morgan and its
affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:
|
Statement
of Additional Information – [May 1, 2015]
|
103
|
|
Orders for the
same equity security traded through a single trading desk or system are aggregated on a continual basis throughout each trading day consistent with JP Morgan’s and its affiliates’ duty of best execution for its clients. If aggregated
trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price
basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an
aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JP Morgan and its affiliates may exclude
small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.
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Purchases
of money market instruments and fixed income securities cannot always be allocated pro rata across the accounts with the same investment strategy and objective. However, JP Morgan and its affiliates attempt to mitigate any potential unfairness by
basing non-pro rata allocations traded through a single trading desk or system upon objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and
liquidity in the good faith judgment of JP Morgan or its affiliates so that fair and equitable allocation will occur over time.
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Jennison:
Jennison manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management can create an incentive for Jennison and its investment professionals to favor one account
over another. Specifically, Jennison has the incentive to favor accounts for which it receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees.
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Other
types of side-by-side management of multiple accounts can also create incentives for Jennison to favor one account over another. Examples are detailed below, followed by a discussion of how Jennison addresses these conflicts.
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Long only
accounts/long-short accounts:
Jennison manages accounts in strategies that only hold long securities positions as well as accounts in strategies that are permitted to sell securities short. Jennison may hold a
long position in a security in some client accounts while selling the same security short in other client accounts. Jennison permits quantitatively hedged strategies to short securities that are held long in other strategies. Additionally, Jennison
permits securities that are held long in quantitatively derived strategies to be shorted by other strategies. The strategies that sell a security short held long by another strategy could lower the price for the security held long. Similarly, if a
strategy is purchasing a security that is held short in other strategies, the strategies purchasing the security could increase the price of the security held short.
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Multiple
strategies:
Jennison may buy or sell, or may direct or recommend that one client buy or sell, securities of the same kind or class that are purchased or sold for another client, at prices that may be different.
Jennison may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, due to differences in investment strategy or client direction. Different
strategies effecting trading in the same securities or types of securities may appear as inconsistencies in Jennison’s management of multiple accounts side-by-side.
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Affiliated
accounts/unaffiliated accounts and seeded/nonseeded accounts and accounts receiving asset allocation assets from affiliated investment advisers:
Jennison manages accounts for its affiliates and accounts in which
it has an interest alongside unaffiliated accounts. Jennison could have an incentive to favor its affiliated accounts over unaffiliated accounts. Additionally, Jennison’s affiliates may provide initial funding or otherwise invest in vehicles
managed by Jennison. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a particular future point in time or when it deems that sufficient
additional capital has been invested in that fund. Jennison typically requests seed capital to start a track record for a new strategy or product. Managing “seeded” accounts alongside “non-seeded” accounts can create an
incentive to favor the “seeded” accounts to establish a track record for a new strategy or product. Additionally, Jennison’s affiliated investment advisers could allocate their asset allocation clients’ assets to Jennison.
Jennison could favor accounts used by its affiliate for their asset allocation clients to receive more assets from the affiliate.
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Non-discretionary
accounts or models:
Jennison provides non-discretionary model portfolios to some clients and manages other portfolios on a discretionary basis. The non-discretionary clients may be disadvantaged if Jennison
delivers the model investment portfolio to them after Jennison initiates trading for the discretionary clients, or vice versa.
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Higher fee paying
accounts or products or strategies:
Jennison receives more revenues from (1) larger accounts or client relationships than smaller accounts or client relationships and from (2) managing discretionary accounts than
advising nondiscretionary models and from (3) non-wrap fee accounts than from wrap fee accounts and from (4) charging higher fees for some strategies than others. The differences in revenue that Jennison receives could create an incentive for
Jennison to favor the higher fee paying or higher revenue generating account or product or strategy over another.
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Personal
interests:
The performance of one or more accounts managed by Jennison’s investment professionals is taken into consideration in determining their compensation. Jennison also manages accounts that are
investment options in its employee benefit plans such as its defined contribution plans or deferred compensation arrangements and where its employees may have personally invested alongside other accounts where there is no personal interest. These
factors could create an incentive for Jennison to favor the accounts where it has a personal interest over accounts where Jennison does not have a personal interest.
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How Jennison Addresses These
Conflicts of Interest
The conflicts of interest described above could create incentives for Jennison to favor one or more accounts or types of accounts over others in the allocation of investment opportunities,
time, aggregation and timing of investments. Generally, portfolios in a particular strategy with similar objectives are managed similarly to the extent possible. Accordingly, portfolio holdings and industry and sector exposure tend to be similar
across a group of accounts in a strategy that have similar objectives, which tends to minimize the potential for conflicts of interest among accounts within a product strategy. While these accounts have many similarities, the investment performance
of each account will be different primarily due to differences in guidelines, individual portfolio manager’s decisions, timing of investments, fees, expenses and cash flows.
Additionally, Jennison has
developed policies and procedures that seek to address, mitigate and monitor these conflicts of interest. Jennison cannot guarantee, however, that its policies and procedures will detect and prevent, or assure disclosure of,each and every situation
in which a conflict may arise.
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Jennison has
adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly and equitably. These policies and procedures address the allocation of limited investment opportunities, such as initial public
offerings (IPOs) and new issues, the allocation of transactions across multiple accounts, and the timing of transactions between its non-wrap accounts and its wrap fee accounts.
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Jennison has
policies that limit the ability to short securities in portfolios that primarily rely on its fundamental research and investment processes (fundamental portfolios) if the security is held long in other fundamental portfolios.
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Jennison has
adopted procedures to monitor allocations between accounts with performance fees and non-performance fee based accounts and to monitor overlapping long and short positions among long accounts and long-short accounts.
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Jennison has
adopted a code of ethics and policies relating to personal trading.
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Jennison
provides disclosure of these conflicts as described in its Form ADV.
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(13)
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Loomis Sayles:
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the funds and other accounts managed by the portfolio managers. A portfolio manager potentially
could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees or accounts of affiliated companies. Such favorable treatment could
lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each
account’s availability of other comparable investment opportunities and Loomis Sayles’ desire to treat all accounts fairly and equitably over time. The goal of Loomis Sayles is to meet its fiduciary obligation with respect to all
clients. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but
holds that stock long in other accounts, including the Fund, or sells a stock for some accounts while buying the stock for others, and through the use of “soft dollar arrangements.”
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(14)
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Marsico Capital:
A portfolio manager may manage accounts for other clients. These accounts may include registered investment companies, other types of pooled accounts
(
e.g.
, collective investment funds), and separate accounts (
i.e.
, accounts managed on behalf of individuals or public or private institutions). Portfolio managers of Marsico Capital make investment decisions for each account based on the investment objectives and policies and other
relevant investment considerations applicable to that account. The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Although Marsico Capital does not track the
time a portfolio manager spends on a single portfolio, it does assess whether a portfolio manager has adequate time and resources to
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Statement
of Additional Information – [May 1, 2015]
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105
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effectively manage
all of the accounts for which he is responsible. Marsico Capital seeks to manage competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline or complementary
investment disciplines. Accounts within a particular investment discipline may often be managed by using generally similar investment strategies, subject to factors including particular account restrictions and objectives, account opening dates,
cash flows, and other considerations. Even where multiple accounts are managed by the same portfolio manager within the same investment discipline, however, Marsico Capital may take action with respect to one account that may differ from the timing
or nature of action taken with respect to another account because of different client-specific objectives or restrictions or for other reasons such as different cash flows. Accordingly, the performance of each account managed by a portfolio manager
will vary.
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Potential
conflicts of interest may also arise when allocating and/or aggregating trades. Marsico Capital often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under Marsico Capital’s
trade management policy and procedures, when trades are aggregated on behalf of more than one account, such transactions will be allocated to participating client accounts in a fair and equitable manner. With respect to initial public offerings and
other syndicated or limited offerings, it is Marsico Capital’s policy to seek to ensure that over the long term, accounts with the same or similar investment objectives or strategies will receive an equitable opportunity to participate
meaningfully in such offerings and will not be unfairly disadvantaged. To deal with these situations, Marsico Capital has adopted policies and procedures for allocating transactions across multiple accounts. Marsico Capital’s policies also
seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. Marsico Capital’s compliance department monitors transactions made on behalf of
multiple clients to seek to ensure adherence to its policies.
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Marsico
Capital has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that seek to minimize potential conflicts of interest that may arise because Marsico Capital advises multiple accounts.
In addition, Marsico Capital monitors a variety of areas, including compliance with account investment guidelines and/or restrictions and compliance with the policies and procedures of Marsico Capital, including Marsico Capital’s Code of
Ethics.
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(15)
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MFS:
MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential
conflicts.
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The management of
multiple funds and accounts (including proprietary accounts) gives rise to potential conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate
his or her time and investment ideas across multiple funds and accounts. In certain instances there are securities which are suitable for the Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment
objectives. MFS trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries.
A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the
Fund.
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When two or more
clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. It is recognized that in some cases this system could have a
detrimental effect on the price or volume of the security as far as the Fund is concerned. In most cases, however, MFS believes that the Fund’s ability to participate in volume transactions will produce better executions for the Fund.
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MFS
and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee
and/or have a performance adjustment and/or include an investment by the portfolio manager.
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(16)
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MSIM:
Because the portfolio managers may manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals),
there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Subadviser may receive fees from certain accounts that are higher than the fee it receives from the fund, or it may receive a
performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over the fund. In addition, a conflict of interest could exist to the extent the
Subadviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Subadviser’s employee benefits and/or deferred
compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Subadviser manages accounts that engage in short sales of securities of the type in which the fund invests, the Subadviser could be seen as
harming the performance of the
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Statement
of Additional Information – [May 1, 2015]
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106
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Fund for the
benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. The Subadviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address
these and other conflicts of interest.
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(17)
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NFJ:
Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time.
The paragraphs below describe some of these potential conflicts, which NFJ believes are faced by investment professionals at most major financial firms. NFJ, the Adviser and the Trustees have adopted compliance policies and procedures that attempt
to address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee accounts”), may
raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These conflicts may include, among others:
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The most
attractive investments could be allocated to higher-fee accounts or performance fee accounts.
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The trading of
higher-fee accounts could be favored as to timing and/or execution price. For example, higher fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more
opportune time.
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The
investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.
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A potential conflict of
interest may arise when a Fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the
NFJ’s trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may
create the potential for unfairness to a Fund or another account if one account is favored over another in allocating securities purchased or sold – for example, by allocating a disproportionate amount of a security that is likely to increase
in value to a favored account.
Another potential conflict
of interest may arise based on the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than
a Fund. Depending on another account’s objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a Fund. In addition,
investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other
accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security. There may be circumstances when purchases or sales of
portfolio securities for one or more accounts may have an adverse effect on other accounts.
A Fund’s portfolio
manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or
identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more
pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
A Fund’s portfolio
managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Funds. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage
and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to
certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage
and research services provided to the Fund and NFJ’s other clients, a portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she
manages. See “Brokerage and Research Services”.
A Fund’s portfolio
managers may also face other potential conflicts of interest in managing a Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Funds and other accounts. In addition, a
Fund’s portfolio manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts
described above. Front-running could also exist if a portfolio manager transacted in his own account prior
Statement
of Additional Information – [May 1, 2015]
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107
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to placing an order for a Fund or other clients.
NFJ’s investment personnel, including each Fund’s portfolio manager, are subject to restrictions on engaging in personal securities transactions, pursuant to a code of ethics adopted by NFJ, which contains provisions and requirements
designed to identify and address certain conflicts of interest between personal investment activities and the interests of the Funds.
(18)
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Winslow Capital:
A portfolio manager who makes investment decisions with respect to multiple funds and/or other accounts may be presented with one or more of the following potential conflicts:
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The management of
multiple funds and/or accounts may result in the portfolio manager devoting unequal time and attention to the management of each fund and/or account;
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If a portfolio
manager identifies a limited investment opportunity which may be suitable for more than one fund or account managed by the portfolio manager, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase
or sale orders across all eligible funds and accounts managed by the portfolio manager; and
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An
apparent conflict may arise where an adviser receives higher fees from certain funds or accounts that it manages than from others, or where an adviser receives a performance-based fee from certain funds or accounts that it manages and not from
others. In these cases, there may be an incentive for a portfolio manager to favor the higher and/or performance-based fee funds or accounts over other funds or accounts managed by the portfolio manager.
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To address potential
conflicts of interest, Winslow has adopted various policies and procedures to provide for equitable treatment of trading activity and to ensure that investment opportunities are allocated in a fair and appropriate manner. In addition, Winslow has
adopted a Code of Ethics that recognizes the manager’s obligation to treat all of its clients, including the Fund, fairly and equitably. These policies, procedures and the Code of Ethics are designed to restrict the portfolio manager from
favoring one client over another. There is no guarantee that the policies, procedures and the Code of Ethics will be successful in every instance, however because Winslow offers only one investment product: Large Cap Growth, and all accounts are
managed essentially identically, Winslow does not believe any material conflicts of interest exist between the investment strategy of the Fund and the investment strategy of the other accounts managed by the portfolio managers, nor in allocation of
investment opportunities.
(19)
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Palisade:
Like every investment adviser, Palisade is confronted with conflicts of interest when providing investment management services to multiple accounts with different fee structures. Palisade receives both asset-based and
performance-based fees for managing three other accounts in the same strategy as the Fund. Palisade has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts,
including accounts with multiple fee arrangements, and the allocation of investment opportunities. Palisade generally employs a “block” trading and pro-rata allocation procedure to avoid conflicts between similarly managed accounts.
Palisade reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts is also regularly compared to determine whether
there are any unexplained significant discrepancies. In addition, Palisade’s procedures relating to the allocation of investment opportunities require that similarly managed accounts participate in investment opportunities pro rata based on
asset size, using equivalent investment weightings, giving consideration to client restrictions, liquidity requirements, and available cash in the accounts, and require that, to the extent orders are aggregated, the client orders are price-averaged.
Finally, Palisade’s procedures require the objective allocation for limited opportunities (such as initial public offerings and private placements) to ensure fair and equitable allocation among accounts. These areas are monitored by
Palisade’s Chief Compliance Officer and the entire Palisade compliance department. Palisade has a Conflicts of Interest Committee to address any potential conflicts among its investment portfolios. Whenever a portfolio manager, analyst, or
trader has a question concerning a conflict regarding allocation of investment opportunities, such conflict is directed to a member of the Committee. The available members of the Committee can meet or conference quickly to resolve issues.
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TLC:
As an investment advisor, London Company understands that certain conflicts of interest may arise when managing multiple accounts. TLC has adopted policies and procedures intended to minimize the effects of any
conflicts. Though the Portfolio Managers have a general model they follow based on common account objectives, each account is managed individually. Every effort is made to block trades and allocate executed trades on a pro-rata basis. However, due
to the firm’s desire to manage accounts on a case by case basis, there are times when a security may be bought in one account and not other accounts. Portfolio managers look at each account on an individual basis and when a trade order is
given, the manager cannot always control that an order for that security may have been given in the recent past or will be given in the immediate future for that same security in another account. As a result, while every effort will be made to
maintain fair and equitable allocation, the portfolio manager may supply trade directives for the same security over the course of several days as he adjusts account positions for each account.
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(21)
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WellsCap:
Wells Capital Management’s portfolio managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of
multiple accounts
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Statement
of Additional Information – [May 1, 2015]
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could potentially
lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated
fairly and that potential conflicts of interest are minimized.
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(22)
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Barrow Hanley:
Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund). Barrow Hanley manages potential conflicts between funds or with
other types of accounts through allocation policies and procedures, internal review processes and oversight by directors and independent third parties to ensure that no client, regardless of type or fee structure, is intentionally favored at the
expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
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(23)
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Denver:
Denver Investment Advisors LLC (“Denver Investments”) has adopted policies and procedures that address potential conflicts of interest that may arise when a portfolio manager has day-to-day management
responsibilities with respect to more than one fund or other account, such as conflicts relating to the allocation of limited investment opportunities, the order of executing transactions when the aggregation of the order is not possible, personal
investing activities, structure of portfolio manager compensation. While there is no guarantee that such policies and procedures will be effective in all cases, Denver Investments believes that its policies and procedures and associated controls
relating to potential material conflicts of interest involving the fund and its other managed funds and accounts have been reasonably designed.
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Donald Smith:
Donald Smith & Co., Inc. is very sensitive to conflicts of interest that could possibly arise in its capacity of serving as an investment adviser. It remains committed to resolving any and all conflicts in the best
interest of its clients.
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Donald Smith &
Co., Inc. is an independent investment advisor with no parent or subsidiary organizations. Additionally, it has no brokerage or investment banking activities.
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Clients
include mutual funds, public and corporate pension plans, endowments and foundations, and other separate accounts. Donald Smith & Co., Inc. has put in place systems, policies and procedures, which have been designed to maintain fairness in
portfolio management across all clients. Potential conflicts between funds or with other types of accounts are managed via allocation policies and procedures, internal review processes, and direct oversight by Donald G. Smith, President.
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(25)
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SBH:
The Code of Ethics and the Compliance Manual detail the requirements that each employee must disclose all potential conflicts of interest to the Chief Compliance Officer. Where warranted issuers (securities) may be
placed on a watchlist to prevent any real or perceived conflict.
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(26)
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River Road:
Portfolio managers at River Road Asset Management (River Road) may manage one or more mutual funds as well as other types of accounts, including separate accounts for institutions and individuals, and other pooled
investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other
pooled investment vehicle whose fees may be materially greater than the management fees paid by the fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the
allocation of investment opportunities, and the aggregation and allocation of trades. In addition, River Road monitors a variety of areas (
e.g.
,
allocation of investment opportunities) and compliance with the firm’s Code of Ethics.
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River
Road has a fiduciary responsibility to all of the clients for which it manages accounts. River Road seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client
accounts in a fair and timely manner. River Road has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the
management of multiple types of accounts for multiple clients.
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Pyramis:
A portfolio managers’ compensation plan (described below) may give rise to potential conflicts of interest. Although investors in a fund may invest through either tax-deferred accounts or taxable accounts, a
portfolio manager’s compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. A portfolio managers’ base pay tends to increase with additional and more complex responsibilities that include
increased assets under management, and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales.
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When
a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including
proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio managers must allocate their time and investment ideas across multiple
funds and accounts. In addition, a fund’s trade allocation policies and procedures may give rise to conflicts of interest if the fund’s orders do not get fully executed due to being aggregated with those of other accounts managed by
Pyramis or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely impact
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Statement
of Additional Information – [May 1, 2015]
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|
the value of
securities held by the Portfolios. Securities selected for funds or accounts other than the Portfolios may outperform the securities selected for the Portfolios. Portfolio managers may be permitted to invest in the funds they manage, even if a fund
is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund’s Code of Ethics.
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(28)
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Sit Investment:
Sit Investment provides similar fee based investment management services to other clients. Sit Investment’s other clients may have investment objectives and strategies similar the Fund. Sit Investment is subject
to various conflicts of interest in the performance of its duties and obligations in connection with Fund’s investments and the investments of the other client accounts managed by Sit Investment. Such conflicts include: the advice and action
taken with respect to the Fund’s investments may differ from the advice given or the timing or nature of action taken with respect to other clients; and the allocation of management time, resources, investment opportunities and aggregated
transactions among the clients’ accounts including the Fund. Conflicts of interest may be heightened by the existence of Sit Investment’s proprietary investments. Sit Investment has adopted policies and procedures designed to address
these conflicts to ensure that whenever conflicts of interest arise Sit Investment will endeavor to exercise its discretion in a manner that it believes is equitable to all interested persons.
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TCW:
TCW’s portfolio managers could favor one account over another in allocating new investment opportunities that have limited supply, such as (by way of example but not limitation) initial public offerings and
private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance
than other accounts that did not receive an allocation of a particular initial public offering.
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A TCW portfolio
manager could favor one account over another in the order in which trades for the accounts are placed. If a TCW portfolio manager decides to purchase a security for more than one account in an aggregate amount that may influence the market price of
the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed
aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a TCW portfolio manager intends to trade the same security
on the same day for more than one account, the trades typically are “bunched,” which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts for which
bunching may not be possible for contractual reasons. Circumstances may also arise in which the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, the TCW portfolio
manager will place the order in a manner intended to result in as favorable a price as possible for such clients.
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A TCW portfolio
manager potentially could favor an account if that portfolio manager’s compensation is tied to the performance of that account to a greater degree than other accounts managed by the TCW portfolio manager. If, for example, the TCW portfolio
manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the TCW portfolio manager may have a financial incentive to seek to have the accounts that
determine the portfolio manager’s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if TCW receives a performance-based advisory fee from an account, the TCW portfolio manager may have an
incentive to favor that account, whether or not the performance of that account directly determines the portfolio manager’s compensation. This structure may create inherent pressure to allocate investments having a greater potential for higher
returns to those accounts with higher performance fees.
|
|
A portfolio
manager may have an incentive to favor an account if the TCW portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the TCW portfolio manager
held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the TCW portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest.
|
|
TCW determines
which broker to use to execute each order, consistent with its duty to seek best execution, and aggregates like orders where it believes doing so is beneficial to its client accounts. However, with respect to certain separate accounts, TCW may be
limited by the clients or other constraints with respect to the selection of brokers or it may be instructed to direct trades through particular brokers. In these cases, TCW may place separate, non-simultaneous transactions for the Core Fixed Income
and U.S. Fixed Income Funds and another account which may temporarily affect the market price of the security or the execution of the transaction to the detriment of one or the other.
|
|
If
different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest could arise. For example, if a TCW portfolio manager purchases a security for one account and sells the same security short
for another account, such trading pattern may disadvantage either the account that is long or short. In making portfolio manager assignments, TCW seeks to avoid such potentially conflicting situations. However, where a TCW portfolio
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Statement
of Additional Information – [May 1, 2015]
|
110
|
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manager is
responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold
or increase the holding in such security.
|
|
TCW
has in place a Code of Ethics designed to minimize conflicts of interest between clients and its investment personnel. TCW also reviews potential conflicts of interest through its Trading and Allocation Committee.
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Victory Capital:
The portfolio managers at Victory Capital typically manage multiple portfolios using a substantially similar investment strategy as the Fund. The management of multiple portfolios may give rise to potential conflicts of
interest. Victory Capital has developed policies and procedures designed to reasonably mitigate and manage the potential conflicts of interest that may arise from side-by-side account management. Accounts participating in the same strategy are block
traded to ensure that no account receives preferential treatment and to ensure consistency. In addition, all qualifying accounts participate in a composite and are, therefore, monitored for deviation via monthly composite reporting. Also, Victory
has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
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Snow Capital:
Snow Capital also serves as the investment adviser to various privately managed accounts, some of which may have a similar investment strategy to that of the Funds, which could create certain conflicts of interest with
respect to timing and allocation of transactions. All portfolio transactions will be implemented according to Snow Capital’s trade allocation policies. These policies, among other things, ensure that trades are allocated in a manner that
fulfills Snow Capital’s fiduciary duty to each advisory client, and is fair and nondiscriminatory.
|
Structure of Compensation
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|
Columbia Management:
Direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the
award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock, or for more senior
employees both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Columbia Funds, in most cases including the Columbia Funds the portfolio manager
manages.
|
|
Base salary is
typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity
adjustments, or market adjustments.
|
|
Annual incentive
awards are variable and are based on (1) an evaluation of the employee’s investment performance and (2) the results of a peer and/or management review of the employee, which takes into account skills and attributes such as team participation,
investment process, communication, and professionalism. Scorecards are used to measure performance of Columbia Funds and other accounts managed by the employee versus benchmarks and peer groups. Performance versus benchmark and peer group is
generally weighted for the rolling one, three, and five year periods. One year performance is weighted 10%, three year performance is weighted 60%, and five year performance is weighted 30%. Relative asset size is a key determinant for fund
weighting on a scorecard. Typically, weighting would be proportional to actual assets. Consideration may also be given to performance in managing client assets in sectors and industries assigned to the employee as part of his/her investment team
responsibilities, where applicable. For leaders who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance.
|
|
Equity incentive
awards are designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help retain employees.
|
|
Deferred
compensation awards are designed to align participants’ interests with the investors in the Columbia Funds and other accounts they manage. The value of the deferral account is based on the performance of Columbia Funds. Employees have the
option of selecting from various Columbia Funds for their deferral account, however portfolio managers must allocate a minimum of 25% of their incentive awarded through the deferral program to the Columbia Fund(s) they manage. Deferrals vest over
multiple years, so they help retain employees.
|
|
In
addition to the annual incentive award described above, top performing portfolio managers may also receive additional equity awards with extended vesting terms.
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Statement
of Additional Information – [May 1, 2015]
|
111
|
|
Exceptions to this
general approach to bonuses exist for certain teams and individuals. Funding for the bonus pool is determined by management and depends on, among other factors, the levels of compensation generally in the investment management industry taking into
account investment performance (based on market compensation data) and both Ameriprise Financial and Columbia Management profitability for the year, which is largely determined by assets under management.
|
|
For
all employees the benefit programs generally are the same, and are competitive within the Financial Services Industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent
Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan.
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|
American Century:
American Century portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. As of December 31, 2013, it includes the components
described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios.
|
|
BASE SALARY
Portfolio managers receive base pay in the form of a fixed annual salary.
|
|
BONUS
A
significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For most American Century
mutual funds, investment performance is measured by a combination of one-, three- and five-year pre-tax performance relative to various benchmarks and/or internally-customized peer groups. The performance comparison periods may be adjusted based on
a fund’s inception date or a portfolio manager’s tenure on the fund. Custom peer groups are constructed using all the funds in the indicated categories as a starting point. Funds are then eliminated from the peer group based on a
standardized methodology designed to result in a final peer group that is both more stable over the long term (
i.e.
, has less peer turnover) and that more closely represents the fund’s true peers based
on internal investment mandates.
|
|
Portfolio managers
may have responsibility for multiple American Century mutual funds. In such cases, the performance of each is assigned a percentage weight appropriate for the portfolio manager’s relative levels of responsibility.
|
|
Portfolio managers
also may have responsibility for portfolios that are managed in a fashion similar to that of other American Century mutual funds. This is the case for Variable Portfolio – American Century Diversified Bond Fund. If the performance of a
similarly managed account is considered for purposes of compensation, it is either measured in the same way as a comparable American Century mutual fund (
i.e.
, relative to the performance of a benchmark and/or
peer group) or relative to the performance of such mutual fund. Performance of Variable Portfolio – American Century Diversified Bond Fund is not separately considered in determining portfolio manager compensation.
|
|
A second factor in
the bonus calculation relates to the performance of a number of American Century funds managed according to one of the following investment styles: U.S. growth, U.S. value, quantitative, international and fixed-income. Performance is measured for
each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one-, three- and five-year performance (equal
or asset weighted) depending on the portfolio manager’s responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly
styled portfolios.
|
|
A portion of
portfolio managers’ bonuses may be tied to individual performance goals, such as research projects and the development of new products.
|
|
RESTRICTED STOCK
PLANS
Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual’s grant is determined by individual and
product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three to four years).
|
|
DEFERRED
COMPENSATION PLANS
Portfolio managers are eligible for grants of deferred compensation. These grants are used in limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the
performance of the American Century mutual funds in which the portfolio manager chooses to invest them.
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BlackRock:
BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may
include a
|
Statement
of Additional Information – [May 1, 2015]
|
112
|
|
variety of
components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the
incentive compensation programs established by BlackRock.
|
|
Base compensation.
Generally, portfolio managers receive base compensation based on their position with the firm.
|
|
Discretionary
Incentive Compensation.
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the
investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the
overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. Among
other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative
to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for
the Fund and other accounts are:
|
Portfolio
Manager
|
Benchmark
|
Martin
Hegarty
|
A
combination of market-based indices (
e.g.
, Barclays Capital US TIPS Index), certain customized indices and certain fund industry peer groups.
|
Brian
Weinstein
|
A
combination of market-based indices (
e.g.
, Barclays Capital U.S. Aggregate Bond Index), certain customized indices and certain fund industry peer groups.
|
Distribution of Discretionary
Incentive Compensation.
Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. For
some portfolio managers, discretionary incentive compensation is also distributed in deferred cash awards that notionally track the returns of select BlackRock investment products they manage and that vest ratably over a number of years. The
BlackRock, Inc. restricted stock units, upon vesting, will be settled in BlackRock, Inc. common stock. Typically, the cash portion of the discretionary incentive compensation, when combined with base salary, represents more than 60% of total
compensation for the portfolio managers. Paying a portion of discretionary incentive compensation in BlackRock stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain
and improve its performance over future periods. Providing a portion of discretionary incentive compensation in deferred cash awards that notionally track the BlackRock investment products they manage provides direct alignment with investment
product results.
Long-Term Incentive Plan Awards
— From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are
generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock. Mr. Weinstein has received long-term incentive awards.
Deferred Compensation Program
— A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred at their election for defined periods of time into an account that tracks the performance of certain of the
firm’s investment products. All of the eligible portfolio managers have participated in the deferred compensation program.
Other compensation benefits.
In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
Incentive Savings Plans
— BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock
Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal
to 3-5% of eligible compensation up to the IRS limit ($255,000 for 2013). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the
investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP
allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000
based on its fair market value on the Purchase Date. All of the eligible portfolio managers are eligible to participate in these plans.
Statement
of Additional Information – [May 1, 2015]
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113
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Columbia WAM:
For services performed for the 2012 calendar year and incentives paid in early 2013, Messrs. Mendes, Olson, Mohn and Frank, analysts and other key employees of the Adviser received all of their compensation in the form
of salary and incentive compensation provided in whole by Ameriprise Financial. Typically, a high proportion of an analyst’s or portfolio manager’s incentive compensation is paid in cash with a smaller proportion going into two separate
incentive plans. The first plan is a notional investment based on the performance of certain Columbia Funds, including the Columbia Acorn Funds. The second plan consists of Ameriprise Financial restricted stock and/or options. Both plans vest over
three years from the date of issuance.
|
|
Portfolio managers
and key analysts are positioned in compensation tiers based on cumulative performance of the portfolios/stocks that they manage and their total responsibilities, the objective being to provide very competitive total compensation for high performing
analysts and portfolio managers. Portfolio manager performance is measured versus primary portfolio benchmarks. Analyst performance is measured versus a custom benchmark for each analyst. One- and three-year performance periods primarily drove
incentive levels through 2012, and a five-year performance period was added beginning in 2013. Incentive compensation varies by tier and through 2012 ranged from between a fraction of base pay to a multiple of base pay. Beginning in 2013, the range
of incentive compensation was widened to zero on the low end, and on the high end to an increased amount equal to the amount by which the low end was decreased. Incentives are adjusted up or down up to 15% of high/low ranges based on qualitative
performance factors, which include investment performance impacts not included in benchmarks such as industry (or country) weighting recommendations, plus adherence to compliance standards, business building, and citizenship. Less seasoned
analysts’ incentives are also based on performance versus benchmarks, though they are less formulaic in order to emphasize investment process instead of initial investment results. The qualitative factors discussed above are also considered.
These analysts participate in an incentive pool which is based on a formula primarily driven by firm-wide investment performance.
|
|
In
addition, the incentive amounts available for the entire pool are adjusted up or down based upon the increase/decrease in the Investment Manager’s revenues versus an agreed upon base revenue amount. Investment performance, however, impacts
incentives far more than revenues. The Adviser determines incentive compensation adhering to the formulas, subject to review by Columbia Management and Ameriprise Financial.
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Threadneedle:
To align the interests of its investment staff with those of Threadneedle’s clients, the remuneration plan for senior individuals comprises basic salary and an annual profit share scheme (linked to individual
performance and the profitability of the company) delivered partly as a cash incentive, and partly as a deferred long-term incentive which Threadneedle believes encourages longevity of service, split equally between Restricted Stock Units in
Ameriprise Financial and reinvestment into a suite of Threadneedle’s own funds. Investment performance is a major factor within that performance appraisal, judged relative to each fund’s targets on a 1- and 3-year basis, with a bias
towards 3-year performance in order to incentivize delivery of longer-term performance. Threadneedle Fund Deferral program, through which the deferral is notionally invested in a number of Threadneedle funds, vesting in three equal parts over three
years, provides a strong tie for Threadneedle’s investment professionals to client interests.
|
|
The split between
each component within the remuneration package varies between investment professionals and will be dependent upon performance and the type of funds they manage.
|
|
Incentives
are devised to reward:
|
■
|
investment
performance and Threadneedle client requirements, in particular the alignment with Threadneedle clients through a mandatory deferral into Threadneedle’s own products; and
|
■
|
team
cooperation and values.
|
The split of the incentive
pool focuses on the:
■
|
performance of the
individual’s own funds and research recommendations;
|
■
|
performance of all
portfolios in the individual’s team;
|
■
|
overall
contribution to the wider thinking and success of the investment team, for example, idea generation, interaction with colleagues and commitment to assist with the sales effort; and
|
■
|
Threadneedle
performance.
|
Consideration of the
individual’s overall performance is designed to incentivise fund managers to think beyond personal portfolio performance and reflects contributions made in:
■
|
inter-team
discussions, including asset allocation, global sector themes and weekly investment meetings;
|
■
|
intra-team
discussions, stock research and investment insights; and
|
Statement
of Additional Information – [May 1, 2015]
|
114
|
■
|
a fund
manager’s demonstration of Threadneedle values, as part of Threadneedle’s team-based investment philosophy.
|
It is important to appreciate
that for individuals to maximize their rating and hence their incentive remuneration they need to contribute in all areas. Importance is placed not only on producing strong fund performance but also contributing effectively to the team and the wider
Investment department and on the Manager’s demonstration of Threadneedle’s corporate values. This structure is closely aligned with Threadneedle’s investment principles of sharing ideas and effective communication.
Investment professionals are
formally reviewed once a year, and the performance year runs from January to December. However, Threadneedle also takes into consideration longer-term performance (rolling three and five years) together with a manager’s contribution to the
investment dialogue and desk success and their control of and adherence to Threadneedle’s risk controls.
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|
DFA:
Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at the discretion of DFA and is based on a portfolio manager’s experience, responsibilities, the perception of
the quality of his or her work efforts and other subjective factors. The compensation of portfolio managers is not directly based upon the performance of the mutual funds or other accounts that the portfolio managers manage. DFA reviews the
compensation of each portfolio manager annually and may make modifications in compensation as it deems necessary to reflect changes in the market. Each portfolio manager’s compensation consists of the following:
|
■
|
Base salary.
Each portfolio manager is paid a base salary. DFA considers the factors described above to determine each portfolio manager’s base salary.
|
■
|
Semi-Annual
Bonus.
Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based upon the factors described above.
|
Portfolio managers may be
awarded the right to purchase restricted shares of the stock of DFA as determined from time to time by the Board of Directors of DFA or its delegees. Portfolio managers also participate in benefit and retirement plans and other programs available
generally to all employees.
In addition, portfolio
managers may be given the option of participating in DFA’s Long Term Incentive Plan. The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations. Participation in this program
is not based on or related to the performance of any individual strategies or any particular client accounts.
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|
Eaton Vance:
Compensation paid by Eaton Vance to its portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting
of options to purchase non-voting common stock of Eaton Vance Management’s corporate parent, Eaton Vance Corp., and restricted shares of Eaton Vance Corp.’s non-voting common stock. Eaton Vance management investment professionals also
receive certain retirement, insurance, and other benefits that are broadly available to all Eaton Vance employees.
|
|
Compensation of
Eaton Vance’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal
year end of Eaton Vance Corp.
|
|
Eaton
Vance Management compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as
well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance
measures include, but are not limited to, the Sharpe ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined
by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by Eaton Vance’s management not to provide a fair comparison, performance may instead be evaluated primarily against a
custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. Performance is
evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income) consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple
funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate
weightings in measuring aggregate portfolio manager performance. The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include
consideration of the scope of such responsibilities and the managers’ performance in meeting those responsibilities.
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Statement
of Additional Information – [May 1, 2015]
|
115
|
|
Eaton Vance
Management seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Eaton Vance Management participates in investment-industry
compensation surveys and utilizes survey data as a factor in determining salary, bonus, and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses, and stock-based compensation are also
influenced by the operating performance of Eaton Vance Management and its parent company. Eaton Vance Management’s overall annual cash bonus pool is generally based on a substantially fixed percentage of pre-bonus adjusted operating income.
While the salaries of Eaton Vance Management portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors described
herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.
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Holland:
The subadviser maintains a competitive compensation program. The compensation for Portfolio Managers Monica L. Walker and Carl R. Bhathena, is comprised of base salary and annual cash bonuses dependent upon the
performance of product portfolios and overall performance and profitability of the firm. Other factors considered with respect to their overall compensation package includes years of industry experience, competitive market factors and contribution
to the subadviser’s success. The Portfolio Managers also have ownership interests in the subadviser and may receive income based upon the overall financial performance of the firm commensurate with their ownership interest.
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|
Invesco:
Invesco seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity,
and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive fund
performance. Invesco evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the
following three elements:
|
|
Base Salary.
Each portfolio manager is paid a base salary. In setting the base salary, Invesco’s intention is to be competitive in light of the particular portfolio manager’s experience and responsibilities.
|
|
Annual Bonus.
The portfolio managers are eligible, along with other employees of Invesco, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus
pool available considering investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each
portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (
i.e.
investment performance) and non-quantitative factors (which may include, but are not limited to, individual
performance, risk management and teamwork).
|
|
Each
portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager as described in Table 1 below.
|
Table 1
Subadviser
|
Performance
time period
(1)
|
Invesco
(2)
|
One-,
Three- and Five-year performance against Fund peer group.
|
(1)
|
Rolling time periods based on
calendar year-end.
|
(2)
|
Portfolio
Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted.
|
High investment performance
(against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance
(versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation
approach across the organization.
Deferred/Long Term
Compensation.
Portfolio managers may be granted an annual deferral award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares
of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.’s Board of Directors. Awards of deferred/long term compensation typically vest over time, so as to create incentives to retain key
talent.
Portfolio managers also
participate in benefit plans and programs available generally to all employees.
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|
JPMIM:
J.P. Morgan Investment Management Inc.’s (JP Morgan) portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance
of
|
Statement
of Additional Information – [May 1, 2015]
|
116
|
|
investment
professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and may include mandatory notional
investments (as described below) in selected mutual funds advised by JP Morgan or its affiliates. These elements reflect individual performance and the performance of JP Morgan’s business as a whole.
|
|
Each portfolio
manager’s performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries
the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients’ risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory
requirements. In evaluating each portfolio manager’s performance with respect to the mutual funds he or she manages, the funds’ pre-tax performance is compared to the appropriate market peer group and to each fund’s benchmark index
listed in the fund’s prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long term.
|
|
Awards
of restricted stock are granted as part of an employee’s annual performance bonus and comprise from 0% to 40% of a portfolio manager’s total bonus. As the level of incentive compensation increases, the percentage of compensation awarded
in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager’s bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by JP Morgan or its affiliates. When these
awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.
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|
Jennison:
Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which include portfolio managers and research analysts, and to align the
interests of its investment professionals with those of its clients and overall firm results. Overall firm profitability determines the total amount of incentive compensation pool that is available for investment professionals. Investment
professionals are compensated with a combination of base salary and cash bonus. In general, the cash bonus comprises the majority of the compensation for investment professionals. Jennison sponsors a profit sharing retirement plan for all eligible
employees. The contribution to the profit sharing retirement plan for portfolio managers is based on a percentage of the portfolio manager’s total compensation, subject to a maximum determined by applicable law. In addition to eligibility to
participate in retirement and welfare plans, senior investment professionals, including portfolio managers and senior research analysts, are eligible to participate in a deferred compensation program where all or a portion of the cash bonus can be
invested in a variety of predominantly Jennison-managed investment strategies on a tax-deferred basis.
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Investment
professionals’ total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. There is no particular weighting or formula for considering the factors. Some portfolio managers may
manage or contribute ideas to more than one product strategy, and the performance of the other product strategies is also considered in determining the portfolio manager’s overall compensation. The factors reviewed for the portfolio manager
are listed below in order of importance.
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The
following primary quantitative factor is reviewed for the portfolio managers:
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_ One, three, five
year and longer term pre-tax investment performance of groupings of accounts managed by the portfolio manager in the same strategy (composite) relative to market conditions, pre-determined passive indices, and industry peer group data for the
product strategy (e.g., large cap growth, large cap value) for which the portfolio manager is responsible. —Performance for the composite of accounts that includes the Fund managed by the portfolio managers is measured against the Russell
Midcap Growth Index.
|
The qualitative factors
reviewed for the portfolio managers may include:
■
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_ The quality of
the portfolio manager’s investment ideas and consistency of the portfolio manager’s judgment;
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■
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_ Historical and
long-term business potential of the product strategies;
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■
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_ Qualitative
factors such as teamwork and responsiveness; and
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_
Individual factors such as years of experience and responsibilities specific to the individual’s role such as being a team leader or supervisor are also factored into the determination of an investment professional’s total compensation.
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Loomis Sayles:
Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily
of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager’s base salary and/or variable
compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of
factors,
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including industry
experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment
performance, profit growth of the firm, profit growth of the manager’s business unit and team commitment. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total for
fixed-income managers and 70% for equity managers. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the Chief Investment Officer (“CIO”) and senior management. The CIO and
senior management evaluate these other factors annually.
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Equity Managers
.
While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured
by comparing the performance of Loomis Sayles’ institutional composites to the performance of the applicable Morningstar peer group and/or the Lipper universe. Generally speaking the performance of the respective product’s fund is
compared against the applicable Morningstar peer group and/or the Lipper universe. If the majority of the assets in the product are contained in the mutual fund that comparison will drive compensation. To the extent the majority of assets managed in
the fund strategy are for institutional separate accounts, the eVestment Alliance institutional peer group will also be used as an additional comparison. In situations where substantially all of the assets for the strategy are institutional, the
institutional peer group will be used as the primary method of comparison. A manager’s performance relative to the peer group for the 1, 3 and 5 year periods (or since the start of the manager’s tenure, if shorter) is used to calculate
the amount of variable compensation payable due to performance. The 1 year may be eliminated in regards to the Large Cap Growth strategy. Longer-term performance (3 and 5 years or since the start of the manager’s tenure, if shorter) combined
is weighted more than shorter-term performance (1 year). In addition, effective 2013, the performance measurement for equity compensation will incorporate a consistency metric using longer term (3, 5, etc.) rolling excess return compared to peer
group over a sustained measurement period (5, 7, etc. years). The exact method may be adjusted to a product’s particular style. If a manager is responsible for more than one product, the rankings of each product are weighted based on either
relative revenue or asset size of accounts represented in each product. The external benchmark used for the investment style utilized by the fund is the Russell 1000 Growth Index
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Loomis Sayles uses
either an institutional peer group as a point of comparison for equity manager performance, a Morningstar universe and/or the Lipper universe. In cases where the institutional peer groups are used, Loomis Sayles believes they represent the most
competitive product universe while closely matching the investment styles offered by the Loomis Sayles fund.
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General.
Mutual funds are not included in Loomis Sayles’ composites, so unlike other managed accounts, fund performance and asset size do not directly contribute to this calculation. However, each fund managed by Loomis
Sayles employs strategies endorsed by Loomis Sayles and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not
included in the composite.
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Loomis
Sayles has developed and implemented two distinct long-term incentive plans to attract and retain investment talent. The plans supplement existing compensation. The first plan has several important components distinguishing it from traditional
equity ownership plans:
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the plan grants
units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold;
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■
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upon retirement, a
participant will receive a multi-year payout for his or her vested units; and
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■
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participation
is contingent upon signing an award agreement, which includes a non-compete covenant.
|
The second plan is similarly
constructed although the participants’ annual participation in company earnings is deferred for two years from the time of award and is only payable if the portfolio manager remains at Loomis Sayles. In this plan, there is no post-retirement
payments or non-compete covenants.
Senior management expects
that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan is initially offered to portfolio managers and over time the scope
of eligibility is likely to widen. Management has full discretion over what units are issued and to whom.
Portfolio managers also
participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers also participate in the
Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the firm prior to May 3, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
Statement
of Additional Information – [May 1, 2015]
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Marsico Capital:
The compensation package for portfolio managers of Marsico Capital includes a competitive base salary reevaluated periodically, and may also include periodic cash bonuses. Bonuses are typically based on two primary
factors: (1) Marsico Capital’s overall profitability for the period, and (2) individual achievements and contributions benefitting the firm and/or clients. Base salaries also may be adjusted upward (or downward) based on similar factors. No
other special employee incentive arrangements are currently in place or being planned.
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Portfolio manager
compensation generally takes into account, among other factors, the overall performance of accounts for which the portfolio manager provides investment advisory services. In receiving compensation such as bonuses, portfolio managers do not receive
special consideration based solely on the performance of particular accounts, and do not receive compensation from accounts charging performance-based fees.
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In addition to
salary and bonus, Marsico Capital’s portfolio managers may participate in other Marsico Capital benefits such as health insurance and retirement plans on the same basis as other Marsico Capital employees. Marsico Capital’s portfolio
managers also may be offered the opportunity to acquire equity interests in the firm’s parent company.
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As
a general matter, Marsico Capital does not tie portfolio manager compensation to specific levels of performance relative to fixed benchmarks (
e.g.
, S&P 500 Index). Although performance is a relevant
consideration, comparisons with fixed benchmarks may not always be useful. Relevant benchmarks vary depending on specific investment styles and client guidelines or restrictions, and comparisons to benchmark performance may at times reveal more
about market sentiment than about a portfolio manager’s performance or abilities. To encourage a long-term horizon for managing client assets and concurrently minimizing potential conflicts of interest and portfolio risks, Marsico Capital
evaluates a portfolio manager’s performance over periods longer than the immediate compensation period, and may consider a variety of measures in determining compensation, such as the performance of unaffiliated mutual funds or other
portfolios having similar strategies as well as other measurements. Other factors that may be significant in determining portfolio manager compensation include, without limitation, the effectiveness of the manager’s leadership within Marsico
Capital’s investment management team, contributions to Marsico Capital’s overall performance, discrete securities analysis, idea generation, ability and willingness to support and train other analysts, and other considerations.
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MFS:
Portfolio manager compensation is reviewed annually. As of December 31, 2012, portfolio manager total cash compensation is a combination of base salary and performance bonus:
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Base Salary
— Base salary represents a smaller percentage of portfolio manager total cash compensation than performance bonus.
|
|
Performance Bonus
— Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.
|
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The performance
bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.
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|
The quantitative
portion is based on the pre-tax performance of assets managed by the portfolio manager over one-, three-, and five-year periods relative to peer group universes and/or indices (“benchmarks”). As of December 31, 2012, the Russell 1000
Value Index was used to measure the portfolio managers performance for the Fund.
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Additional or
different benchmarks, including versions of indices, custom indices, and linked indices that include performance of different indices for different portions of the time period, may also be used. Primary weight is given to portfolio performance over
a three-year time period with lesser consideration given to portfolio performance over one-year and five-year periods (adjusted as appropriate if the portfolio manager has served for less than five years).
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The qualitative
portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contributions to investor relations and the
investment process (distinct from fund and other account performance). This performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. A deferred cash award is issued for a cash value and becomes
payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had
invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager. A selected fund may be, but is not required to be, a fund that is managed by the portfolio manager.
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Portfolio
managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests and/or options to acquire equity interests in MFS or its parent company are awarded by management, on a discretionary basis, taking into
account tenure at MFS, contribution to the investment process, and other factors.
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Statement
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Finally, portfolio
managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio
manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.
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Snow Capital:
Each of the Portfolio Managers receives compensation in the form of a fixed salary. The Portfolio Managers are also eligible for a bonus, which is based on the overall profitability of Snow Capital. Additionally, the
Portfolio Managers may receive equity dividends from their ownership in Snow Capital. The Portfolio Managers are eligible to participate in Snow Capital’s retirement plan under the same guidelines and criteria established for all employees of
Snow Capital.
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MSIM:
Morgan Stanley’s compensation structure is based on a total reward system of base salary and Incentive Compensation which is paid partially as a cash bonus and partially as mandatory deferred compensation.
Deferred compensation may be granted as deferred cash under the Adviser’s Investment Management Alignment Plan (“IMAP”), as an equity-based awards or it may be granted under other plans as determined annually by Morgan
Stanley’s Compensation, Management Development and Succession Committee subject to vesting and other conditions.
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Base salary
compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.
|
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Incentive
compensation. In addition to base compensation, portfolio managers may receive discretionary year-end compensation.
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|
Incentive
compensation may include:
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■
|
Cash Bonus.
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■
|
Deferred
Compensation:
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■
|
A mandatory
program that defers a portion of incentive compensation into restricted stock units or other awards based on Morgan Stanley common stock or other plans that are subject to vesting and other conditions.
|
■
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IMAP
is a mandatory program that defers a portion of incentive compensation and notionally invests it in designated funds advised by the Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally
invest a minimum of 25% to a maximum of 100% of their IMAP deferral account into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include one of the Portfolios.
|
All deferred compensation
awards are subject to clawback provisions where awards can be cancelled, in whole or in part, if an employee takes any action, or omits to take any action which; causes a restatement of Morgan Stanley’s consolidated financial results;
constitutes a violation by the portfolio manager of Morgan Stanley’s Global Risk Management Principles, Policies and Standards; or constitutes violation of internal risk and control policies involving a subsequent loss.
Several factors determine
discretionary compensation, which can vary by portfolio management team and circumstances. These factors include:
■
|
Revenues generated
by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.
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■
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The investment
performance of the funds/accounts managed by the portfolio manager.
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Contribution to
the business objectives of the Adviser.
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The dollar amount
of assets managed by the portfolio manager.
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■
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Market
compensation survey research by independent third parties.
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■
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Other qualitative
factors, such as contributions to client objectives.
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■
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Performance
of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.
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NFJ:
Our compensation system is designed to support our corporate values and culture. While we acknowledge the importance of financial incentives and seek to pay top quartile compensation for top quartile performance, we
also believe that compensation is only one of a number of critically important elements that allow the emergence of a strong, winning culture that attracts, retains and motivates talented investors and teams.
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Statement
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|
The primary
components of compensation are the base salary and an annual discretionary variable compensation payment. This variable compensation component typically comprises a cash bonus that pays out immediately as well as a deferred component, for members of
staff whose variable compensation exceeds a certain threshold. The deferred component for most recipients would be a notional award of the Long Term Incentive Program (LTIP); for members of staff whose variable compensation exceeds an additional
threshold, the deferred compensation is itself split 50%/50% between the LTIP and a Deferral into Funds program (DIF). Currently, the marginal rate of deferral of the variable compensation can reach 42% for those in the highest variable compensation
bracket. Overall awards, splits and components are regularly reviewed to ensure they meet industry best practice and, where applicable, at a minimum comply with regulatory standards.
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Base salary
typically reflects scope, responsibilities and experience required in a particular role, be it on the investment side or any other function in our company. Base compensation is regularly reviewed against peers with the
help of compensation survey data. Base compensation is typically a greater percentage of total compensation for more junior positions, while for the most senior roles it will be a comparatively small component, often capped and only adjusted every
few years.
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Discretionary
variable compensation
is primarily designed to reflect the achievements of an individual against set goals, over a certain time period. For an investment professional these goals will typically be 70% quantitative
and 30% qualitative. The former will reflect a weighted average of investment performance over a three-year rolling time period (one-year (25%) and three year (75%) results) and the latter reflects contributions to broader team goals, contributions
made to client review meetings, product development or product refinement initiatives. Portfolio managers have their performance metric aligned with the benchmarks of the client portfolios they manage.
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The LTIP element of
the variable compensation
cliff vests three years after each (typically annual) award. Its value is directly tied to the operating result of Allianz Global Investors over the three year period of the award.
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The DIF element of
the variable compensation
cliff vests three years after each (typically annual) award and enables these members of staff to invest in a range of Allianz Global Investors funds (investment professionals are
encouraged to invest into their own funds or funds where they may be influential from a research or product group relationship perspective). Again, the value of the DIF awards is determined by the growth of the fund(s) value over the three year
period covering each award.
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Assuming an annual
deferral of 33% over a three year period, a typical member of staff will have roughly one year’s variable compensation (3x33%) as a deferred component ‘in the bank’. Three years after the first award, and for as long as deferred
components were awarded without break, cash payments in each year will consist of the annual cash bonus for that current year’s performance as well as a payout from LTIP/DIF commensurate with the prior cumulative three-year performance.
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There are a small
number of revenue sharing arrangements that generate variable compensation for specialist investment teams, as well as commission payments for a limited number of members of staff in distribution. These payments are subject to the same deferral
rules and deferred instruments as described above for the discretionary compensation element.
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In
addition to competitive compensation, the firm’s approach to retention includes providing a challenging career path for each professional, a supportive culture to ensure each employee’s progress and a full benefits package.
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Winslow Capital:
In an effort to retain key personnel, Winslow Capital has structured compensation plans for portfolio managers and other key personnel that it believes are competitive with other investment management firms. The
compensation plan is determined by the Winslow Capital Operating Committee and is designed to align manager compensation with investors’ goals by rewarding portfolio managers who meet the long-term objective of consistent, superior investment
results, measured by the performance of the product. The portfolio managers have long-term employment agreements and are subject to non-competition/non-solicitation restrictions.
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The
Operating Committee establishes salaries at competitive levels, verified through industry surveys, to attract and maintain the best professional and administrative personnel. Portfolio manager compensation packages are independent of advisory fees
collected on any given client account under management. In addition, an incentive bonus is paid annually to the employees based upon each individual’s performance, client results and the profitability of the firm. Finally, employees of Winslow
Capital, including portfolio managers, have received profit interests in the firm which entitle their holders to participate in the firm’s growth over time.
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Palisade:
Palisade’s investment professionals each receive a fixed base salary based on his or her experience and responsibilities, as well as revenue sharing. The revenue sharing arrangement rewards investment
professionals based on the results of their individual contributions to the portfolio. A percentage of the revenue from the accounts managed, including the Fund, is allocated to the portfolio management team. This amount is then adjusted based on
the 1- and 3-year performance of the small/smid growth equity strategy’s investment returns relative to both the applicable benchmark and the peer group. Compensation is also based, in part, on the growth of the assets in the product. The
resulting amount is
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121
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subsequently
allocated to team members based on individual performance. Palisade believes this factor helps align the interests of the investment teams and the Fund’s shareholders and promotes long-term performance goals. Management has the ability to
increase the amount of incentive compensation paid at its own discretion.
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In 2013, Palisade
initiated a Unit Appreciation Right (UAR) Plan, whereby key employees of Palisade, including the portfolio managers, participate in the UAR Plan. This plan provides an opportunity for each participating employee to share in the appreciation of
Palisade’s equity value over time, similar to a stock option plan in a publicly traded company.
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All
employees are eligible for Palisade’s 401(k) plan. Employees and partners are eligible for Palisade’s group life, health and disability insurance programs.
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TLC:
Investment professionals are evaluated on specific responsibilities that include investment recommendations, quality of research, client retention, and overall contribution to the firm. Annual reviews are given and
above average compensation increases plus bonuses are targeted with firm growth and individual performance. In addition, The London Company has a formal plan to offer ownership to key employees after they have been with the firm for 3-5
years.
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WellsCap:
The compensation structure for Wells Capital Management’s portfolio managers includes a competitive fixed base salary plus variable incentives (Wells Capital Management utilizes investment management compensation
surveys as confirmation). Incentive bonuses are typically tied to relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5
year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the
accounts to each account’s individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. Research analysts are evaluated on the overall
team’s relative investment performance as well as the performance and quality of their individual research.
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|
Barrow Hanley:
In addition to base salary, all portfolio managers and analysts at Barrow Hanley share in a bonus pool that is distributed semi-annually. Portfolio managers and analysts are rated on their value added to the
team-oriented investment process. Overall compensation applies with respect to all accounts managed and compensation does not differ with respect to distinct accounts managed by a portfolio manager. Compensation is not tied to a published or private
benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities in the industries covered by that
analyst.
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The
compensation of portfolio managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a portfolio manager and portfolio managers are not compensated for bringing in new business. Of course, growth
in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio
management team. The compensation of the portfolio management team at Barrow Hanley will increase over time, if and when assets continue to grow through competitive performance. Lastly, many of our key investment personnel have a longer-term
incentive compensation plan in the form of an equity interest in Barrow, Hanley, Mewhinney & Strauss, LLC.
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Denver:
Denver Investments is a limited liability company with “members” or “partners” as the owners of the firm.
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Denver Investments
strives to put the interests of clients first at all times and to create an environment that promotes stability. To that end, the firm offers a competitive compensation structure designed to align its interests with those of its clients. All
investment professionals are eligible for equity ownership positions, which are based on several factors including performance, product profitability, ability to grow the business and other qualitative factors.
|
|
Senior
professionals have a base salary plus an incentive component, as well as equity ownership in the firm. All investment professionals who are non-owners have a base salary, an incentive component and participate in a profit-sharing program.
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Regarding
incentive compensation, the single most important measurement is client account returns versus their benchmark. If excess returns are achieved, investment professionals are eligible for annual bonuses which emphasize long-term performance.
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Portfolio
managers may also participate in Denver Investments’ defined contribution retirement plan, which includes normal matching provisions and a discretionary contribution in accordance with applicable tax regulations.
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Donald Smith:
All employees at Donald Smith & Co., Inc. are compensated on incentive plans. The compensation for portfolio managers, analysts and traders at Donald Smith consists of a base salary, a partnership interest in the
firm’s profits, and possibly an additional, discretionary bonus. This discretionary bonus can exceed 100% of the base salary if performance for clients exceeds established benchmarks. The current benchmark utilized is the Russell 2000 Value
Index. Additional distribution of firm ownership is a strong motivation for continued employment at Donald Smith & Co., Inc. Administrative personnel are also given a bonus as a function of their contribution and the profitability of the
firm.
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Statement
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|
SBH:
Members of the Small Cap team are paid a salary that is competitive with industry standards and an incentive bonus based on a combination of individual and strategy performance. Marketers and client service personnel
receive base salary and commission.
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|
RiverRoad:
Compensation for portfolio managers includes an annual fixed base salary and a potential performance-based bonus. For portfolio managers with longer-term employment agreements (contractual arrangements), a portion of
bonus compensation has been contractually determined at a fixed percentage of their base salary.
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Pyramis:
Cesar Hernandez is the portfolio manager of the Pyramis
®
International Equity Fund and receives compensation for his services. As of December 31, 2013,
portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan
benefits. A portion of the portfolio manager’s compensation may be deferred based on criteria established by Pyramis or at the election of the portfolio manager.
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The
portfolio manager’s base salary is determined by level of responsibility and tenure at Pyramis, FMR (Pyramis’ ultimate parent company) or its affiliates. The primary components of the portfolio manager’s bonus are based on (i) the
pre-tax investment performance of the portfolio manager’s fund(s) and account(s) measured against a benchmark index and within a defined peer group assigned to each fund or account, if applicable and (ii) the investment performance of other
Pyramis equity accounts. The pre-tax investment performance of the portfolio manager’s fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over
his tenure. Each component is calculated separately over the portfolio manager’s tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling
periods of up to five years for the comparison to a benchmark index and peer group, if applicable. A smaller, subjective component of the portfolio manager’s bonus is based on the portfolio manager’s overall contribution to and
leadership within the Pyramis investment platform. The portion of the portfolio manager’s bonus that is linked to the investment performance of the strategy is based on the pre-tax investment performance of the strategy measured against the
MSCI EAFE Index (net tax). The portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of Pyramis Global Advisors Holdings Corp, the direct parent company of
Pyramis. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of
Pyramis and its affiliates.
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Columbia Management:
Portfolio manager compensation is typically comprised of (i) a base salary and (ii) an annual cash bonus. The annual cash bonus, and in some instances the base salary, are paid from a team bonus pool that is based on
fees and performance of the accounts managed by the portfolio management team, which might include mutual funds, wrap accounts, institutional portfolios and hedge funds.
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|
The percentage of
management fees on mutual funds and long-only institutional portfolios that fund the bonus pool is based on the short term (typically one-year) and long-term (typically three-year and five-year) performance of those accounts in relation to the
relevant peer group universe.
|
|
A fixed percentage
of management fees on hedge funds and separately managed accounts that follow a hedge fund mandate fund the bonus pool.
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|
The percentage of
performance fees on hedge funds and separately managed accounts that follow a hedge fund mandate that fund the bonus pool is based on the absolute level of each hedge fund’s current year investment return.
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For
all employees the benefit programs generally are the same, and are competitive within the Financial Services Industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent
Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan.
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Sit Investment:
The portfolio managers receive compensation from Sit Investment. The compensation of the portfolio managers is comprised of a fixed base salary, an annual bonus, and periodic deferred compensation bonuses which may
include stock plans. Portfolio managers also participate in the profit sharing 401(k) plan of Sit Investment. Competitive pay in the marketplace is considered in determining total compensation. The bonus awards are based on the attainment of
personal and company goals which are comprised of a number of factors, including: the annual composite investment performance of Sit Investment’s accounts (which may include the Fund) relative to the investment accounts’ benchmark index
(including the primary benchmark the Fund included in the composite, if any); Sit Investment’s growth in assets under management from new assets (which may include assets of the Fund); profitability of Sit Investment; and the quality of
investment research efforts. Contributions made to Sit Investment’s profit sharing 401(k) plan are subject to the limitations of the Internal Revenue Code and Regulations.
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TCW:
TCW’s ability to attract and retain high-quality investment professionals can be attributed to a compensation philosophy implemented via an incentive-based structure that aligns employee performance and
contributions with client and shareholder objectives. Most importantly, key personnel are equity holders and a significant objective of TCW’s management is to expand the number of employee stockholders.
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Portfolio managers
are compensated with a base salary and performance-based compensation calculated, in general, as a fixed percentage of revenues earned by the product group. This serves to align their interests with achieving returns for clients and ties their
compensation directly to their performance. Senior Investment professionals (analysts, traders) are compensated through base salary as well as a bonus based on performance and/or a percentage of revenues earned by the product group. Individuals are
evaluated upon: (1) individual performance, (2) contributions to the efforts of the product group, and (3) the success of the Firm.
|
|
Contributions to
the collective efforts of the product group are critical as the management of client portfolios is conducted on a team basis to capture the best ideas in the process of constructing portfolios. The firm’s success signals that stakeholder
objectives in the aggregate are being achieved, with equity ownership a desirable means to provide and receive compensation.
|
|
As mentioned, to
foster continuity, highly-valued investment professionals are enfranchised as stakeholders with ownership via equity distribution and incremental vesting. In February of 2010, TCW acquired MetWest, in which a part of the purchase price was paid for
with shares of common stock of TCW. In association with the acquisition of MetWest, a retention plan was implemented for former MetWest employees that provided for the issuance of additional shares of TCW common stock. Since MetWest is a subsidiary
of The TWC Group, MetWest’s investment professionals are compensated under the TCW compensation structure.
|
|
Also in 2010, TCW
approved a Restricted Stock Unit Plan for TCW employees, under which approximately 150 TCW employees have received restricted stock units that vest as shares of TCW common stock over a five-year period. Combining the stock issuable under the
Restricted Stock Unit Plan and the stock issuable in the MetWest purchase transaction and related retention arrangements, employee-owners will own up to 19% of TCW (on a fully dilutive basis). With the completion of the Carlyle Transaction, it is
now estimated that employee-owners own approximately 40% of TCW (on a fully diluted basis).
|
|
Additionally, key
members of the team have long term employment contracts that incorporate compensation incentives with associated employment and performance requirements.
|
|
To
assess the competitiveness of TCW’s compensation practices, the Firm conducts annual salary surveys to review benchmark and compensation ranges, both on a national and a regional basis. According to McLagan Partners, a leading compensation
consultant in the industry, these studies have shown that the Firm is, on average, above the median in terms of salaries and total compensation provided to its employees.
|
(62)
|
Victory Capital:
The portfolio managers for the Fund receive a base salary plus an annual incentive bonus for managing the Fund, other investment companies, other pooled investment vehicles and other accounts (including any other
accounts for which the Adviser receives a performance fee). The firm states that a manager’s base salary is dependent on the manager’s level of experience and expertise and that Victory monitors each manager’s base salary relative
to salaries paid for similar positions with peer firms by reviewing data provided by various consultants that specialize in competitive salary information.
|
|
A
portfolio manager’s annual incentive bonus is based on the strategy’s investment performance results. Victory establishes a “target” incentive for each portfolio manager based on the manager’s level of experience and
expertise in the manager’s investment style. This target is set at a percentage of base salary, generally ranging from 40% to 150%. Individual performance is based on objectives established annually during the first quarter of the fiscal year
and are utilized to determine incentive award allocation within the team. Individual performance metrics include portfolio structure and positioning, research, stock selection, asset growth, client retention, presentation skills, marketing to
prospective clients and contribution to Victory’s philosophy and values, such as leadership, risk management and teamwork. Investment performance is based on investment performance of each portfolio manager’s portfolio or Fund relative
to a selected peer group(s), and is assigned a 50% – 100% weighting. The overall performance results of each Fund and all similarly-managed investment companies, pooled investment vehicles and other accounts are compared to the performance
information of a peer group of similarly-managed competitors, as supplied by third party analytical agencies. The manager’s performance versus the peer group then determines the final incentive amount, which generally ranges from zero to 150%
of the “target,” depending on results. For example, performance in an upper decile may result in an incentive bonus that is 150% of the “target” while below-average performance may result in an incentive bonus as low as zero.
Performance results for a manager are based on the composite performance of all accounts managed by that manager on a combination of one, three and five year rolling performance.
|
Statement
of Additional Information – [May 1, 2015]
|
124
|
|
In addition to the
compensation described above, each of the Fund’s portfolio managers may earn additional incentive compensation based on a percentage of the revenue to Victory attributable to fees paid by all investment companies, other pooled investment
vehicles and other accounts that employ strategies similar to those employed by the Fund.
|
|
The
Fund’s portfolio managers may participate in the equity ownership plan relating to Victory’s parent company, Victory Capital Holdings, Inc. (“VCH”). There is an ongoing annual equity pool granted to certain employees based
on their contribution to the firm. Eligibility for participation in these incentive programs depends on the manager’s performance and seniority.
|
The Administrator
For Funds other than VP – Core Equity Fund
Columbia Management Investment Advisers, LLC (which is also the
Investment Manager) serves as Administrator of the Funds.
Services Provided
Pursuant to the terms of the Administrative Services Agreement, the
Administrator has agreed to provide all of the services necessary for, or appropriate to, the business and effective operation of each Fund that are not (a) provided by employees or other agents engaged by the Fund or (b) required to be provided by
any person pursuant to any other agreement or arrangement with the Fund.
Administration Fee Paid by the Funds
The Administrator receives fees as compensation for its services,
which are computed daily and paid monthly, as set forth in the Administrative Services Agreement, and as shown in the table below.
Administrative Services Agreement Fee Schedule
Funds
|
Asset
Levels
(in Millions)
|
Applicable
Fee Rate
|
VP
– Aggressive Portfolio; VP – Conservative Portfolio; VP – Moderate Portfolio; VP – Moderately Aggressive Portfolio; VP – Moderately Conservative Portfolio
|
All
Assets
|
0.020%
|
VP
– American Century Diversified Bond Fund; VP – BlackRock Global Inflation-Protected Securities Fund; VP – Diversified Bond Fund; VP – Eaton Vance Floating-Rate Income Fund; VP – Emerging Markets Bond Fund; VP –
High Yield Bond Fund; VP – Income Opportunities Fund; VP – J.P. Morgan Core Bond Fund; VP – Limited Duration Credit Fund; VP – TCW Core Plus Bond Fund; VP – U.S. Government Mortgage Fund; VP – Wells Fargo Short
Duration Government Fund
|
$0-$500
|
0.070%
|
>$500-$1,000
|
0.065%
|
>$1,000-$3,000
|
0.060%
|
>$3,000-$12,000
|
0.050%
|
>$12,000
|
0.040%
|
VP
– Balanced Fund; VP – Cash Management Fund; VP – Dividend Opportunity Fund; VP – Holland Large Cap Growth Fund; VP – Jennison Mid Cap Growth Fund; VP – Large Cap Growth Fund; VP – Large Core Quantitative
Fund; VP – Loomis Sayles Growth Fund; VP – Marsico 21st Century Fund; VP – Marsico Focused Equities Fund; VP – Marsico Growth Fund; VP – MFS Value Fund; VP – Mid Cap Growth Opportunity Fund; VP – Mid Cap
Value Opportunity Fund; VP – NFJ Dividend Value Fund; VP – Nuveen Winslow Large Cap Growth Fund; VP – Select Large-Cap Value Fund; VP – Sit Dividend Growth Fund; VP – Victory Established Value Fund
|
$0-$500
|
0.060%
|
>$500-$1,000
|
0.055%
|
>$1,000-$3,000
|
0.050%
|
>$3,000-$12,000
|
0.040%
|
>$12,000
|
0.030%
|
VP
–Columbia Wanger International Equities Fund; VP – Commodity Strategy Fund; VP – DFA International Value Fund; VP – Emerging Markets Fund; VP – Global Bond Fund; VP – International Opportunities Fund; VP –
Invesco International Growth Fund; VP – Morgan Stanley Global Real Estate Fund; VP – Partners Small Cap Growth Fund; VP – Partners Small Cap Value Fund; VP – Pyramis International Equity Fund; VP – Select International
Equity Fund, VP – Select Smaller-Cap Value Fund; VP – Seligman Global Technology Fund, VP – U.S. Equities Fund
|
$0-$500
|
0.080%
|
>$500-$1,000
|
0.075%
|
>$1,000-$3,000
|
0.070%
|
>$3,000-$12,000
|
0.060%
|
>$12,000
|
0.050%
|
VP
– S&P 500 Index Fund
|
All
Assets
|
0.100%
|
VP – MV Moderate
Growth Fund.
The Investment Manager has implemented a schedule for the administrative services fees for VP – MV Moderate Growth Fund, whereby the Fund pays (i) 0.020% administrative services
fee on its assets that are invested in affiliated underlying mutual funds, ETFs and closed-end funds that pay an investment management fee to the Administrator or its affiliate; and (ii) an administrative services fee rate according to the following
schedule on securities, instruments and other
Statement
of Additional Information – [May 1, 2015]
|
125
|
assets not described in category (i) above, including without
limitation affiliated mutual funds, ETFs and closed-end funds that do not pay an investment management fee to the Administrator or its affiliates, third party funds, derivatives and individual securities:
Fund
|
Annual
rate at
each asset level
|
Assets
Level
(in billions)
|
VP
– MV Moderate Growth Fund
|
0.060%
0.055%
0.050%
0.040%
0.030%
|
First
$0.5
$0.5 to $1.0
$1.0 to $3.0
$3.0 to $12.0
Over $12.0
|
The fee is calculated for each calendar day on the
basis of net assets as of the close of the preceding day. Fees paid in each of the last three fiscal periods are shown in the table below.
Administrative Fees
|
Administrative
services fees paid in:
|
|
2014
|
2013
|
2012
|
For
Funds with fiscal period ending December 31
|
VP
– Aggressive Portfolio
|
–
|
$702,649
|
$648,041
|
VP
– American Century Diversified Bond Fund
|
–
|
1,904,746
|
1,660,908
|
VP
– Balanced Fund
|
–
|
518,344
|
501,271
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
–
|
1,621,041
|
1,839,264
|
VP
– Cash Management Fund
|
–
|
434,427
|
472,187
|
VP
– Columbia Wanger International Equities Fund
|
–
|
522,650
|
462,243
|
VP
– Commodity Strategy Fund
|
–
|
54,660
(a)
|
N/A
|
VP
– Conservative Portfolio
|
–
|
590,763
|
617,901
|
VP
– Core Equity Fund
|
–
|
–
|
–
|
VP
– DFA International Value Fund
|
–
|
1,006,592
|
1,105,943
|
VP
– Diversified Bond Fund
|
–
|
2,102,104
|
2,400,800
|
VP
– Dividend Opportunity Fund
|
–
|
1,675,236
|
1,587,676
|
VP
– Eaton Vance Floating-Rate Income Fund
|
–
|
543,500
|
598,310
|
VP
– Emerging Markets Bond Fund
|
–
|
269,812
|
179,243
(b)
|
VP
– Emerging Markets Fund
|
–
|
743,599
|
727,124
|
VP
– Global Bond Fund
|
–
|
964,204
|
1,223,104
|
VP
– High Yield Bond Fund
|
–
|
427,658
|
432,292
|
VP
– Holland Large Cap Growth Fund
|
–
|
805,923
|
956,939
|
VP
– Income Opportunities Fund
|
–
|
764,212
|
781,169
|
VP
– International Opportunities Fund
|
–
|
130,109
|
339,519
|
VP
– Invesco International Growth Fund
|
–
|
1,427,580
|
1,418,677
|
VP
– J.P. Morgan Core Bond Fund
|
–
|
1,867,915
|
1,584,678
|
VP
– Jennison Mid Cap Growth Fund
|
–
|
603,697
|
578,829
|
VP
– Large Cap Growth Fund
|
–
|
615,650
|
153,880
|
VP
– Large Core Quantitative Fund
|
–
|
858,373
|
710,399
|
VP
– Limited Duration Credit Fund
|
–
|
1,777,095
|
1,706,806
|
VP
– Loomis Sayles Growth Fund
|
–
|
711,334
|
965,320
|
VP
– Marsico 21st Century Fund
|
–
|
89,495
|
294,081
|
VP
– Marsico Focused Equities Fund
|
–
|
46,277
|
157,454
|
VP
– Marsico Growth Fund
|
–
|
202,549
|
696,669
|
Statement
of Additional Information – [May 1, 2015]
|
126
|
|
Administrative
services fees paid in:
|
|
2014
|
2013
|
2012
|
VP
– MFS Value Fund
|
–
|
$1,118,507
|
$994,834
|
VP
– Mid Cap Growth Opportunity Fund
|
–
|
320,162
|
253,602
|
VP
– Mid Cap Value Opportunity Fund
|
–
|
466,303
|
558,178
|
VP
– Moderate Portfolio
|
–
|
4,572,608
|
4,239,238
|
VP
– Moderately Aggressive Portfolio
|
–
|
2,657,921
|
2,526,177
|
VP
– Moderately Conservative Portfolio
|
–
|
1,254,310
|
1,244,868
|
VP
– Morgan Stanley Global Real Estate Fund
|
–
|
327,617
|
355,908
|
VP
– MV Moderate Growth Fund
|
–
|
1,209,118
|
136,861
(c)
|
VP
– NFJ Dividend Value Fund
|
–
|
1,054,773
|
996,844
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
–
|
745,808
|
963,160
|
VP
– Partners Small Cap Growth Fund
|
–
|
449,675
|
412,832
|
VP
– Partners Small Cap Value Fund
|
–
|
1,267,399
|
1,173,680
|
VP
– Pyramis International Equity Fund
|
–
|
959,516
|
887,414
|
VP
– S&P 500 Index Fund
|
–
|
240,079
|
213,053
|
VP
– Select International Equity Fund
|
–
|
326,165
|
319,803
|
VP
– Select Large-Cap Value Fund
|
–
|
397,907
|
212,115
|
VP
– Select Smaller-Cap Value Fund
|
–
|
135,151
|
118,225
|
VP
– Seligman Global Technology Fund
|
–
|
78,967
|
73,655
|
VP
– Sit Dividend Growth Fund
|
–
|
682,193
|
651,410
|
VP
– TCW Core Plus Bond Fund
|
–
|
919,418
|
911,722
|
VP
– U.S. Equities Fund
|
–
|
583,257
|
559,079
|
VP
– U.S. Government Mortgage Fund
|
–
|
1,188,420
|
861,270
|
VP
– Victory Established Value Fund
|
–
|
606,126
|
545,759
|
VP
– Wells Fargo Short Duration Government Fund
|
–
|
1,482,535
|
1,267,372
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
(b)
|
For the period from April 30,
2012 (commencement of operations) to December 31, 2012.
|
(c)
|
For the period from April 19,
2012 (commencement of operations) to December 31, 2012.
|
The Distributor
Columbia Management Investment Distributors, Inc.
(the Distributor), 225 Franklin Street, Boston, MA 02110, an indirect wholly-owned subsidiary of Ameriprise Financial and an affiliate of the Investment Manager, serves as the principal underwriter and distributor for the continuous offering of
shares of the Funds pursuant to a Distribution Agreement. The Distribution Agreement obligates the Distributor to use reasonable efforts to find purchasers for the shares of the Funds.
Distribution Obligations
Pursuant to the Distribution Agreement, the Distributor, as agent,
sells shares of the Funds on a continuous basis and transmits purchase and redemption orders that it receives to the Trusts or the Transfer Agent, or their designated agents. Additionally, the Distributor has agreed to use reasonable efforts to
solicit orders for the sale of shares and to undertake advertising and promotion as it believes appropriate in connection with such solicitation. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances those activities
as it deems reasonable and which are primarily intended to result in the sale of shares of the Funds, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to
other than existing shareholders, and the printing and mailing of sales literature. The Distributor, however, may be compensated or reimbursed for all or a portion of such expenses to the extent permitted by a Distribution Plan adopted by the Trusts
pursuant to Rule 12b-1 under the 1940 Act. See
Investment Management and Other Services – Distribution and/or Servicing Plans
for more information about the share classes for which the
Trusts has adopted a Distribution Plan.
Statement
of Additional Information – [May 1, 2015]
|
127
|
See
Investment Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest
for more information about conflicts
of interest, including those that relate to the Investment Manager and its affiliates.
The Distribution Agreement became effective with
respect to each Fund after approval by its Board, and, after an initial two-year period, continues from year to year, provided that such continuation of the Distribution Agreement is specifically approved at least annually by the Board, including
its Independent Trustees. The Distribution Agreement terminates automatically in the event of its assignment, and is terminable with respect to each Fund at any time without penalty by the Trusts (by vote of the Board or by vote of a majority of the
outstanding voting securities of the Fund) or by the Distributor on 60 days’ written notice.
Distribution and/or Servicing Plans
For Funds other than VP – Core Equity Fund
The Trustees have adopted distribution and/or
shareholder servicing plans for certain share classes. See the cover of this SAI for the share classes offered by the Funds.
The table below shows the annual distribution and/or
services fees (payable monthly and calculated based on an annual percentage of average daily net assets) and the combined amount of such fees applicable to each share class. The Trust is not aware as to what amount, if any, of the distribution and
service fees paid to the Distributor and Previous Distributor were, on a Fund-by-Fund basis, used for advertising, printing and mailing of prospectuses to other than current shareholders, compensation to broker-dealers, compensation to sales
personnel, or interest, carrying or other financing charges.
Share
Class
|
Distribution
Fee
|
Service
Fee
|
Combined
Total
|
Class
1
|
None
|
None
|
None
|
Class
2
|
Up
to 0.25%
|
0.00%
|
Up
to 0.25%
|
Class
3
|
Up
to 0.125%
|
0.00%
|
Up
to 0.125%
|
Class
4
|
Up
to 0.25%
|
0.00%
|
Up
to 0.25%
|
Fees Paid
For its most recent fiscal period, each Fund, other than VP –
Core Equity Fund, paid distribution and/or service fees as shown in the following table.
12b-1 Fees
Other Services Provided
The Transfer Agent
For Funds other than VP – Core Equity Fund
Columbia Management Investment Services Corp. is the transfer agent for the Funds. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110. Under the Transfer and Dividend Disbursing
Agent Agreement, the Transfer Agent provides transfer agency, dividend disbursing agency and shareholder servicing agency services to the Funds. Under the agreement, the transfer agent will earn a fee equal to 0.06% of the average daily net assets
of the funds, payable monthly , with the exception of VP – Aggressive Portfolio, VP – Conservative Portfolio, VP – Moderate Portfolio, VP – Moderately Aggressive Portfolio and VP – Moderately Conservative Portfolio,
which do not pay a direct fee for transfer agency services.
VP – MV Moderate Growth Fund does not pay a
direct fee for transfer agency services on the portion of assets invested in underlying funds that pay a fee for transfer agency services, however the transfer agent will earn a fee equal to 0.06% of the average daily net assets invested in
securities (other than underlying mutual funds that pay a transfer agency fee), including other funds that don’t pay a fee for transfer agency services, ETFs, derivatives and individual securities.
The Transfer Agent also may retain as additional
compensation for its services revenues for fees for wire, telephone and redemption orders, account transcripts due the Transfer Agent from Fund shareholders and interest (net of bank charges) earned with respect to balances in accounts the Transfer
Agent maintains in connection with its services to the Funds. The fees paid to the Transfer Agent may be changed by the Board without shareholder approval.
The Transfer Agent retains BFDS/DST, 2 Heritage
Drive, North Quincy, MA 02171 as the Funds’ sub-transfer agent. BFDS/DST assists the Transfer Agent in carrying out its duties.
Statement
of Additional Information – [May 1, 2015]
|
128
|
The Custodian
The Funds' securities and cash are held pursuant to a custodian
agreement with JPMorgan, 1 Chase Manhattan Plaza, 19th Floor, New York, NY 10005. JPMorgan is responsible for safeguarding the Funds' cash and securities, receiving and delivering securities and collecting the Funds' interest and dividends. The
custodian is permitted to deposit some or all of its securities in central depository systems as allowed by federal law. For its services, each Fund pays its custodian a maintenance charge and a charge per transaction in addition to reimbursing the
custodian’s out-of-pocket expenses.
As
part of this arrangement, securities purchased outside the United States are maintained in the custody of various foreign branches of JPMorgan or in other financial institutions as permitted by law and by the Funds' custodian agreement.
Independent Registered Public Accounting Firm
[___], which is located at [___], is the Funds' independent
registered public accounting firm. The financial statements for the fiscal years ended December 31, 2012 or later contained in each Fund’s Annual Report were audited by [___]. The financial statements for the series of CFVST II for the fiscal
periods ended on or before December 31, 2011 were audited by the Funds’ former independent registered public accounting firm. The Board has selected [___] as the independent registered public accounting firm to audit the Funds' books and
review their tax returns for their respective fiscal years.
The
Report of
Independent Registered Public Accounting Firm
and the audited financial statements are included in the annual report to shareholders of each Fund, and are incorporated herein by reference. No other parts of the annual or semi-annual reports
to shareholders are incorporated by reference herein. The audited financial statements incorporated by reference into the Funds' prospectuses and this SAI have been so incorporated in reliance upon the report of the independent registered public
accounting firm, given on its authority as an expert in auditing and accounting.
Counsel
Kramer Levin Naftalis & Frankel LLP serves as counsel to the
Independent Trustees of the Trusts. Its address is 1177 Avenue of the Americas, New York, NY 10036. Goodwin Procter LLP serves as legal counsel to the Trusts. Its address is 901 New York Avenue N.W., Washington, DC, 20001.
Board Services Corporation
The Funds have an agreement with Board Services located at 901 S.
Marquette Avenue, Suite 2810, Minneapolis, MN 55402. This agreement sets forth the terms of Board Services’ responsibility to serve as an agent of the Funds for purposes of administering the payment of compensation to each Independent Trustee,
to provide office space for use by the Funds and their Board, and to provide any other services to the Board or the Independent Trustees, as may be reasonably requested.
Expense Limitations
The Investment Manager and certain of its affiliates
have agreed to waive fees and/or reimburse certain expenses, subject to certain exclusions, so that certain Funds’ net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges
from the Fund’s custodian, do not exceed specified rates for specified time periods, also as described in a Fund’s prospectus. Effective September 24, 2014, the Investment Manager has voluntarily agreed to waive the advisory fee and
administrative services fee for VP – Diversified Bond Fund assets that are invested in affiliated mutual funds, ETFs and closed-end funds that pay an investment management services fee to the Investment Manager. This arrangement may be
modified or terminated by the Investment Manager at any time.
The tables below show the expenses reimbursed and
fees waived by Investment Manager and its affiliates for the last three fiscal periods.
Expenses Reimbursed
|
Amounts
Reimbursed
|
|
2014
|
2013
|
2012
|
For
Funds with fiscal period ending December 31
|
VP
– Aggressive Portfolio
|
–
|
$0
|
$795,033
|
VP
– American Century Diversified Bond Fund
|
–
|
0
|
0
|
VP
– Balanced Fund
|
–
|
376,197
|
1,051,707
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
–
|
0
|
0
|
VP
– Cash Management Fund
|
–
|
3,365,897
|
3,351,515
|
VP
– Columbia Wanger International Equities Fund
|
–
|
779,329
|
630,326
|
VP
– Commodity Strategy Fund
|
–
|
0
(a)
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
129
|
|
Amounts
Reimbursed
|
|
2014
|
2013
|
2012
|
VP
– Conservative Portfolio
|
–
|
$0
|
$157,538
|
VP
– Core Equity Fund
|
–
|
85,961
|
103,162
|
VP
– DFA International Value Fund
|
–
|
1,478,653
|
1,136,599
|
VP
– Diversified Bond Fund
|
–
|
0
|
0
|
VP
– Dividend Opportunity Fund
|
–
|
0
|
0
|
VP
– Eaton Vance Floating-Rate Income Fund
|
–
|
576,585
|
565,068
|
VP
– Emerging Markets Bond Fund
|
–
|
0
|
0
(b)
|
VP
– Emerging Markets Fund
|
–
|
428,726
|
186,179
|
VP
– Global Bond Fund
|
–
|
77,332
|
N/A
|
VP
– High Yield Bond Fund
|
–
|
253,214
|
112,594
|
VP
– Holland Large Cap Growth Fund
|
–
|
0
|
193,375
|
VP
– Income Opportunities Fund
|
–
|
129,846
|
41,727
|
VP
– International Opportunities Fund
|
–
|
161,626
|
223,966
|
VP
– Invesco International Growth Fund
|
–
|
N/A
|
247,669
|
VP
– J.P. Morgan Core Bond Fund
|
–
|
N/A
|
N/A
|
VP
– Jennison Mid Cap Growth Fund
|
–
|
493,927
|
489,083
|
VP
– Large Cap Growth Fund
|
–
|
224,078
|
247,319
|
VP
– Large Core Quantitative Fund
|
–
|
50
|
331,372
|
VP
– Limited Duration Credit Fund
|
–
|
806,036
|
1,471,024
|
VP
– Loomis Sayles Growth Fund
|
–
|
N/A
|
319,760
|
VP
– Marsico 21st Century Fund
|
–
|
111,120
|
241,268
|
VP
– Marsico Focused Equities Fund
|
–
|
132,296
|
163,025
|
VP
– Marsico Growth Fund
|
–
|
291,138
|
735,945
|
VP
– MFS Value Fund
|
–
|
N/A
|
199,307
|
VP
– Mid Cap Growth Opportunity Fund
|
–
|
152,568
|
137,867
|
VP
– Mid Cap Value Opportunity Fund
|
–
|
54,744
|
N/A
|
VP
– Moderate Portfolio
|
–
|
N/A
|
2,976,656
|
VP
– Moderately Aggressive Portfolio
|
–
|
N/A
|
1,799,510
|
VP
– Moderately Conservative Portfolio
|
–
|
N/A
|
593,184
|
VP
– Morgan Stanley Global Real Estate Fund
|
–
|
595,238
|
634,309
|
VP
– MV Moderate Growth Fund
|
–
|
274,035
|
168,807
(c)
|
VP
– NFJ Dividend Value Fund
|
–
|
N/A
|
N/A
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
–
|
N/A
|
70,799
|
VP
– Partners Small Cap Growth Fund
|
–
|
373,085
|
207,452
|
VP
– Partners Small Cap Value Fund
|
–
|
2,789,137
|
1,771,593
|
VP
– Pyramis International Equity Fund
|
–
|
31,702
|
267,805
|
VP
– S&P 500 Index Fund
|
–
|
N/A
|
N/A
|
VP
– Select International Equity Fund
|
–
|
9,466
|
N/A
|
VP
– Select Large-Cap Value Fund
|
–
|
443,428
|
176,613
|
VP
– Select Smaller-Cap Value Fund
|
–
|
99,478
|
102,168
|
VP
– Seligman Global Technology Fund
|
–
|
230,994
|
195,578
|
VP
– Sit Dividend Growth Fund
|
–
|
796,122
|
670,972
|
VP
– TCW Core Plus Bond Fund
|
–
|
N/A
|
296,888
|
Statement
of Additional Information – [May 1, 2015]
|
130
|
|
Amounts
Reimbursed
|
|
2014
|
2013
|
2012
|
VP
– U.S. Equities Fund
|
–
|
$309,791
|
$306,945
|
VP
– U.S. Government Mortgage Fund
|
–
|
N/A
|
N/A
|
VP
– Victory Established Value Fund
|
–
|
131,556
|
237,964
|
VP
– Wells Fargo Short Duration Government Fund
|
–
|
N/A
|
123,444
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
(b)
|
For the period from April 30,
2012 (commencement of operations) to December 31, 2012.
|
(c)
|
For the period from April 19,
2012 (commencement of operations) to December 31, 2012.
|
Fees Waived
If a Fund is not shown, there were no fees waived
for the relevant fiscal periods.
|
Fees
Waived
|
|
2014
|
2013
|
2012
|
For
Funds with fiscal period ending December 31
|
VP
– Income Opportunities Fund
|
–
|
$185,930
|
N/A
|
Other Roles and Relationships of
Ameriprise Financial and Its Affiliates —
Certain Conflicts of Interest
As described above in the
Investment Management and Other Services
section of this SAI, and in the
More Information About the Fund – Primary Service Providers
section of each
Fund's prospectus, the Investment Manager, Administrator, Distributor and Transfer Agent, all affiliates of Ameriprise Financial, receive compensation from the Funds for the various services they provide to the Funds. Additional information as to
the specific terms regarding such compensation is set forth in these affiliated service providers’ contracts with the Funds, each of which typically is included as an exhibit to Part C of each Fund's registration statement.
In many instances, the compensation paid to the
Investment Manager and other Ameriprise Financial affiliates for the services they provide to the Funds is based, in some manner, on the size of the Funds' assets under management. As the size of the Funds' assets under management grows, so does the
amount of compensation paid to the Investment Manager and other Ameriprise Financial affiliates for providing services to the Funds. This relationship between Fund assets and affiliated service provider compensation may create economic and other
conflicts of interests of which Fund investors should be aware. These potential conflicts of interest, as well as additional ones, are discussed in detail below and also are addressed in other disclosure materials, including the Funds' prospectuses.
These conflicts of interest also are highlighted in account documentation and other disclosure materials of Ameriprise Financial affiliates that make available or offer the Columbia Funds as investments in connection with their respective products
and services. In addition, Part 1A of the Investment Manager’s Form ADV, which it must file with the SEC as an investment adviser registered under the Investment Advisers Act of 1940, provides information about the Investment Manager’s
business, assets under management, affiliates and potential conflicts of interest. Part 1A of the Investment Manager’s Form ADV is available online through the SEC’s website at www.adviserinfo.sec.gov.
The Board monitors events to identify any material
conflicts that may arise between the interests of the Participating Insurance Companies or between the interests of owners of variable annuity contracts or variable life insurance policies, or participants in Qualified Plans. The Trust currently
does not foresee any disadvantages to the owners of variable annuity contracts or variable life insurance policies or participants in Qualified Plans arising from the fact that certain interests of owners may differ.
Additional actual or potential conflicts of interest
and certain investment activity limitations that could affect the Funds may arise from the financial services activities of Ameriprise Financial and its affiliates, including, for example, the investment advisory/management services provided for
clients and customers other than the Funds. In this regard, Ameriprise Financial is a major financial services company. Ameriprise Financial and its affiliates are engaged in a wide range of financial activities beyond the fund-related activities of
the Investment Manager, including, among others, broker-dealer (sales and trading), asset management, insurance and other financial activities. The broad range of financial services activities of Ameriprise Financial and its affiliates may involve
multiple advisory, transactional, lending, financial and other interests in securities and other instruments, and in companies, that may be bought, sold or held by the Funds. The following describes certain actual and potential conflicts of interest
that may be presented.
Statement
of Additional Information – [May 1, 2015]
|
131
|
Actual and Potential Conflicts of Interest Related to
the Investment Advisory/Management Activities of Ameriprise Financial and its Affiliates in Connection With Other Advised/Managed Funds and Accounts
The Investment Manager, Ameriprise Financial and other affiliates
of Ameriprise Financial may advise or manage funds and accounts other than the Funds. In this regard, Ameriprise Financial and its affiliates may provide investment advisory/management and other services to other advised/managed funds and accounts
that are similar to those provided to the Funds. The Investment Manager and Ameriprise Financial’s other investment adviser affiliates (including, for example, Columbia Wanger Asset Management, LLC) will give investment advice to and make
investment decisions for advised/managed funds and accounts, including the Funds, as they believe to be in that fund’s and/or account’s best interests, consistent with their fiduciary duties. The Funds and the other advised/managed funds
and accounts of Ameriprise Financial and its affiliates are separately and potentially divergently managed, and there is no assurance that any investment advice Ameriprise Financial and its affiliates give to other advised/managed funds and accounts
will also be given simultaneously or otherwise to the Funds.
A variety of other actual and potential conflicts of
interest may arise from the advisory relationships of the Investment Manager, Ameriprise Financial and other Ameriprise Financial affiliates with other clients and customers. Advice given to the Funds and/or investment decisions made for the Funds
by the Investment Manager or other Ameriprise Financial affiliates may differ from, or may conflict with, advice given to and/or investment decisions made by the Investment Manager, Ameriprise Financial and other Ameriprise Financial affiliates for
other advised/managed funds and accounts. As a result, the performance of the Funds may differ from the performance of other funds or accounts advised/managed by the Investment Manager, Ameriprise Financial or other Ameriprise Financial affiliates.
Similarly, a position taken by Ameriprise Financial and its affiliates, including the Investment Manager, on behalf of other funds or accounts may be contrary to a position taken on behalf of the Funds. Moreover, Ameriprise Financial and its
affiliates, including the Investment Manager, may take a position on behalf of other advised/managed funds and accounts, or for their own proprietary accounts, that is adverse to companies or other issuers in which the Funds are invested. For
example, the Funds may hold equity securities of a company while another advised/managed fund or account may hold debt securities of the same company. If the portfolio company were to experience financial difficulties, it might be in the best
interest of the Funds for the company to reorganize while the interests of the other advised/managed fund or account might be better served by the liquidation of the company. This type of conflict of interest could arise as the result of
circumstances that cannot be generally foreseen within the broad range of investment advisory/management activities in which Ameriprise Financial and its affiliates engage.
Investment transactions made on behalf of other
funds or accounts advised/managed by the Investment Manager, Ameriprise Financial or other Ameriprise Financial affiliates also may have a negative effect on the value, price or investment strategies of the Funds. For example, this could occur if
another advised/managed fund or account implements an investment decision ahead of, or at the same time as, the Funds and causes the Funds to experience less favorable trading results than they otherwise would have experienced based on market
liquidity factors. In addition, the other funds and accounts advised/managed by the Investment Manager, Ameriprise Financial and other Ameriprise Financial affiliates, including the other Columbia Funds, may have the same or very similar investment
objective and strategies as the Funds. In this situation, the allocation of, and competition for, investment opportunities among the Funds and other funds and/or accounts advised/managed by the Investment Manager, Ameriprise Financial or other
Ameriprise Financial affiliates may create conflicts of interest especially where, for example, limited investment availability is involved. The Investment Manager has adopted policies and procedures designed to address the allocation of investment
opportunities among the Funds and other funds and accounts advised by the Investment Manager, Ameriprise Financial and other affiliates of Ameriprise Financial. For more information, see
Investment
Management and Other Services – The Investment Manager and Subadvisers – Portfolio Managers – Potential Conflicts of Interest
.
Sharing of Information among Advised/Managed
Accounts
Ameriprise Financial and its affiliates, including
the Investment Manager, also may possess information that could be material to the management of a Fund and may not be able to, or may determine not to, share that information with the Fund, even though the information might be beneficial to the
Fund. This information may include actual knowledge regarding the particular investments and transactions of other advised/managed funds and accounts, as well as proprietary investment, trading and other market research, analytical and technical
models, and new investment techniques, strategies and opportunities. Depending on the context, Ameriprise Financial and its affiliates generally will have no obligation to share any such information with the Funds. In general, employees of
Ameriprise Financial and its affiliates, including the portfolio managers of the Investment Manager, will make investment decisions without regard to information otherwise known by other employees of Ameriprise Financial and its affiliates, and
generally will have no obligation to access any such information and may, in some instances, not be able to access such information because of legal and regulatory constraints or the internal policies and procedures of Ameriprise Financial and its
affiliates. For example, if the Investment Manager or another Ameriprise Financial affiliate, or their respective employees, come into possession of non-public information regarding another advised/managed fund or account, they may be prohibited by
legal and regulatory constraints, or internal policies and procedures, from using that information in connection with transactions made on behalf of the Funds. For more information, see
Investment
Management and Other Services – The Investment Manager and Subadvisers – Portfolio Managers – Potential Conflicts of Interest
.
Statement
of Additional Information – [May 1, 2015]
|
132
|
Soft Dollar Benefits
Certain products and services, commonly referred to as “soft
dollar services” (including, to the extent permitted by law, research reports, economic and financial data, financial publications, proxy analysis, computer databases and other research-oriented materials), that the Investment Manager may
receive in connection with brokerage services provided to a Fund may have the inadvertent effect of disproportionately benefiting other advised/managed funds or accounts. This could happen because of the relative amount of brokerage services
provided to a Fund as compared to other advised/managed funds or accounts, as well as the relative compensation paid by a Fund.
Services Provided to Other Advised/Managed
Accounts
Ameriprise Financial and its affiliates, including
the Investment Manager, Distributor and Transfer Agent, also may act as an investment adviser, investment manager, administrator, transfer agent, custodian, trustee, broker-dealer, agent, or in another capacity, for advised/managed funds and
accounts other than the Funds, and may receive compensation for acting in such capacity. This compensation that the Investment Manager, Distributor and Transfer Agent, and other Ameriprise Financial affiliates receive could be greater than the
compensation Ameriprise Financial and its affiliates receive for acting in the same or similar capacity for the Funds. In addition, the Investment Manager, Distributor and Transfer Agent, and other Ameriprise Financial affiliates may receive other
benefits, including enhancement of new or existing business relationships. This compensation and/or the benefits that Ameriprise Financial and its affiliates may receive from other advised/managed funds and accounts and other relationships could
potentially create incentives to favor other advised/managed funds and accounts over the Funds. Trades made by Ameriprise Financial and its affiliates for the Funds may be, but are not required to be, aggregated with trades made for other funds and
accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates. If trades are aggregated among the Funds and those other funds and accounts, the various prices of the securities being traded may be averaged, which could
have the potential effect of disadvantaging the Funds as compared to the other funds and accounts with which trades were aggregated.
Proxy Voting
The Investment Manager has adopted proxy voting policies and
procedures that are designed to provide that all proxy voting is done in the best interests of its clients, including the Funds, without any resulting benefit or detriment to the Investment Manager and/or its affiliates, including Ameriprise
Financial and its affiliates. Although the Investment Manager endeavors to make all proxy voting decisions with respect to the interests of the Funds for which it is responsible in accordance with its proxy voting policies and procedures, the
Investment Manager’s proxy voting decisions with respect to a Fund’s portfolio securities may or may not benefit other advised/managed funds and accounts, and/or clients, of Ameriprise Financial and its affiliates. For more information
about the Funds' proxy voting policies and procedures, see
Investment Management and Other Services – Proxy Voting Policies and Procedures
.
Certain Trading Activities
The directors/trustees, officers and employees of Ameriprise
Financial and its affiliates may buy and sell securities or other investments for their own accounts, and in doing so may take a position that is adverse to the Funds. In order to reduce the possibility that such personal investment activities of
the directors/trustees, officers and employees of Ameriprise Financial and its affiliates will materially adversely affect the Funds, Ameriprise Financial and its affiliates have adopted policies and procedures, and the Funds, the Board, the
Investment Manager and the Distributor have each adopted a Code of Ethics that addresses such personal investment activities. For more information, see
Investment Management and Other Services
– Codes of Ethics
.
Affiliate
Transactions
Subject to applicable legal and regulatory
requirements, a Fund may enter into transactions in which Ameriprise Financial and/or its affiliates, or companies that are deemed to be affiliates of a Fund because of, among other factors, their or their affiliates’ ownership or control of
shares of the Fund, may have an interest that potentially conflicts with the interests of the Fund. For example, an affiliate of Ameriprise Financial may sell securities to a Fund from an offering in which it is an underwriter or that it owns as a
dealer, subject to applicable legal and regulatory requirements. Applicable legal and regulatory requirements also may prevent a Fund from engaging in transactions with an affiliate of the Fund, which may include Ameriprise Financial and its
affiliates, or from participating in an investment opportunity in which an affiliate of a Fund participates.
Certain Investment Limitations
Regulatory and other restrictions may limit a Fund’s
investment activities in various ways. For example, certain securities may be subject to ownership limitations due to regulatory limits on investments in certain industries (such as, for example, banking and insurance) and markets (such as emerging
or international markets), or certain transactions (such as those involving certain derivatives or other instruments) or mechanisms imposed by certain issuers (such as, among others, poison pills). Certain of these restrictions may impose limits on
the aggregate amount of investments that may be made by affiliated investors in the
Statement
of Additional Information – [May 1, 2015]
|
133
|
aggregate or in individual issuers. In these circumstances, the
Investment Manager may be prevented from acquiring securities for a Fund (that it might otherwise prefer to acquire) if the acquisition would cause the Fund and its affiliated investors to exceed an applicable limit. These types of regulatory and
other applicable limits are complex and vary significantly in different contexts including, among others, from country to country, industry to industry and issuer to issuer. The Investment Manager has policies and procedures designed to monitor and
interpret these limits. Nonetheless, given the complexity of these limits, the Investment Manager and/or its affiliates may inadvertently breach these limits, and a Fund may therefore be required to sell securities that it might otherwise prefer to
hold in order to comply with such limits. In addition, aggregate ownership limitations could cause performance dispersion among funds and accounts managed by the Investment Manager with similar investment objectives and strategies and portfolio
management teams. For example, if further purchases in an issuer are restricted due to regulatory or other reasons, a portfolio manager would not be able to acquire securities or other assets of an issuer for a new Fund that may already be held by
other funds and accounts with the same/similar investment objectives and strategies that are managed by the same portfolio management team. The Investment Manager may also choose to limit purchases in an issuer to a certain threshold for risk
management purposes. If the holdings of the Investment Manager’s affiliates are included in that limitation, a Fund may be more limited in its ability to purchase a particular security or other asset than if the holdings of the Investment
Manager’s affiliates had been excluded from the limitation. At certain times, a Fund may be restricted in its investment activities because of relationships that an affiliate of the Fund, which may include Ameriprise Financial and its
affiliates, may have with the issuers of securities. This could happen, for example, if a Fund desired to buy a security issued by a company for which Ameriprise Financial or an affiliate serves as underwriter. In any of these scenarios, a
Fund’s inability to participate (or participate further) in a particular investment, despite a portfolio manager’s desire to so participate, may negatively impact Fund performance. The internal policies and procedures of Ameriprise
Financial and its affiliates covering these types of restrictions and addressing similar issues also may at times restrict a Fund’s investment activities. See also
About Fund Investments
– Certain Investment Activity Limits
.
Actual and Potential Conflicts of Interest Related to
Ameriprise Financial and its Affiliates’ Non-Advisory Relationships with Clients and Customers other than the Funds
The financial relationships that Ameriprise Financial and its
affiliates may have with companies and other entities in which a Fund may invest can give rise to actual and potential conflicts of interest. Subject to applicable legal and regulatory requirements, a Fund may invest (a) in the securities of
Ameriprise Financial and/or its affiliates and/or in companies in which Ameriprise Financial and its affiliates have an equity, debt or other interest, and/or (b) in the securities of companies held by other Columbia Funds. The purchase, holding and
sale of such securities by a Fund may enhance the profitability and the business interests of Ameriprise Financial and/or its affiliates and/or other Columbia Funds. There also may be limitations as to the sharing with the Investment Manager of
information derived from the non-investment advisory/management activities of Ameriprise Financial and its affiliates because of legal and regulatory constraints and internal policies and procedures (such as information barriers and ethical walls).
Because of these limitations, Ameriprise Financial and its affiliates generally will not share information derived from its non-investment advisory/management activities with the Investment Manager.
Actual and Potential Conflicts of Interest Related to
Ameriprise Financial Affiliates’ Marketing and Use of the Columbia Funds as Investment Options
Ameriprise Financial and its affiliates also provide a variety of
products and services that, in some manner, may utilize the Columbia Funds as investment options. For example, the Columbia Funds may be offered as investments in connection with brokerage and other securities products offered by Ameriprise
Financial and its affiliates, and may be utilized as investments in connection with fiduciary, investment management and other accounts offered by affiliates of Ameriprise Financial, as well as for other Columbia Funds structured as
“funds-of-funds.” The use of the Columbia Funds in connection with other products and services offered by Ameriprise Financial and its affiliates may introduce economic and other conflicts of interest. These conflicts of interest are
highlighted in account documentation and other disclosure materials for the other products and services offered by Ameriprise Financial and its affiliates.
Ameriprise Financial and its affiliates, including
the Investment Manager, may, subject to applicable legal and regulatory requirements, make payments to their affiliates in connection with the promotion and sale of the Funds' shares, in addition to the sales-related and other compensation that
these parties may receive from the Funds, if any. As a general matter, personnel of Ameriprise Financial and its affiliates do not receive compensation in connection with their sales or use of the Funds that is greater than that paid in connection
with their sales of other comparable products and services. Nonetheless, because the compensation that the Investment Manager and other affiliates of Ameriprise Financial may receive for providing services to the Funds is generally based on the
Funds' assets under management and those assets will grow as shares of the Funds are sold, potential conflicts of interest may exist. See
Other Practices – Additional Shareholder Servicing
Payments
and
–
Additional Selling Agent Payments
for more information.
Statement
of Additional Information – [May 1, 2015]
|
134
|
Codes of Ethics
The Funds, the Investment Manager, the subadvisers
and the Distributor have adopted Codes of Ethics pursuant to the requirements of the 1940 Act, including Rule 17j-1 under the 1940 Act. These Codes of Ethics permit personnel subject to the Codes of Ethics to invest in securities, including
securities that may be bought or held by the Funds. These Codes of Ethics are included as exhibits to Part C of the Funds' registration statement. These Codes of Ethics can be reviewed and copied at the SEC’s Public Reference Room and may be
obtained by calling the SEC at 202.551.8090; they also are available on the SEC’s website at www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov or by writing to the SEC’s Public
Reference Section, Washington, D.C. 20549-1520.
Proxy
Voting Policies and Procedures
General
Guidelines, Policies and Procedures
The following description
of the Proxy Voting Policies and Procedures, as well as the Proxy Voting Guidelines attached as Appendix B, apply to the Funds listed on the cover page of this SAI, which are governed by the same Board of Trustees.
The Funds uphold a long tradition of supporting
sound and principled corporate governance. In furtherance thereof, the Funds' Board, which consists of a majority of independent Board members, has determined policies and votes proxies. The Funds' Investment Manager and Administrator provide
support to the Board in connection with the proxy voting process.
General Guidelines
The Board supports proxy proposals that it believes are tied to the
interests of shareholders and votes against proxy proposals that appear to entrench management. For example:
Election of Directors
■
|
The Board
generally votes in favor of proposals for an independent chairman or, if the chairman is not independent, in favor of a lead independent director.
|
■
|
The Board
generally supports annual election of all directors and proposals to eliminate classes of directors.
|
■
|
In a routine
election of directors, the Board will generally vote with the recommendations of the company’s nominating committee because the Board believes that nominating committees of independent directors are in the best position to know what
qualifications are required of directors to form an effective board. However, the Board will generally vote against a nominee who has been assigned to the audit, compensation, or nominating committee if the nominee is not independent of management
based on established criteria. The Board will generally also withhold support for any director who fails to attend 75% of meetings or has other activities that appear to interfere with his or her ability to commit sufficient attention to the company
and, in general, will vote against nominees who are determined to have exhibited poor governance such as involvement in options backdating, financial restatements or material weaknesses in control, approving egregious compensation or have
consistently disregarded the interests of shareholders.
|
■
|
The Board
generally supports proposals requiring director nominees to receive a majority of affirmative votes cast in order to be elected to the board, and in the absence of majority voting, generally will support cumulative voting.
|
■
|
Votes in a
contested election of directors are evaluated on a case-by-case basis.
|
Defense Mechanisms
The Board generally supports proposals eliminating provisions
requiring supermajority approval of certain actions. The Board generally supports proposals to opt out of control share acquisition statutes and proposals restricting a company’s ability to make greenmail payments. The Board reviews management
proposals submitting shareholder rights plans (poison pills) to shareholders on a case-by-case basis.
Auditors
The Board values the independence of auditors based on established
criteria. The Board supports a reasonable review of matters that may raise concerns regarding an auditor’s service that may cause the Board to vote against a company’s recommendation for auditor, including, for example, auditor
involvement in significant financial restatements, options backdating, conflicts of interest, material weaknesses in control or situations where independence has been compromised.
Management Compensation Issues
The Board expects company management to give thoughtful
consideration to providing competitive compensation and incentives, which are reflective of company performance, and are incentives directly tied to the interest of shareholders. The Board generally votes for plans if they are reasonable and
consistent with industry and country standards and against plans that it believes dilute shareholder value substantially.
Statement
of Additional Information – [May 1, 2015]
|
135
|
The Board generally favors minimum holding periods
of stock obtained by senior management pursuant to equity compensation plans and will vote against compensation plans for executives that it deems excessive.
Social and Environmental Policy Issues
In general, proposals relating to social and environmental policies
issues will be reviewed and, if the matter may bear on the long-term value creation or sustainability of the company, the Fund will cast a vote on the proposal. Otherwise, the Funds will generally abstain from voting.
Additional details can be found in the Funds' Proxy
Voting Guidelines (see Appendix B).
Policy and
Procedures
The policy of the Board is to vote all proxies of
the companies in which a Fund holds investments. Because of the volume and complexity of the proxy voting process, including inherent inefficiencies in the process that are outside the control of the Board or the Proxy Team (defined below), not all
proxies may be voted. The Board has implemented policies and procedures that have been reasonably designed to vote proxies and to address any conflicts between interests of a Fund’s shareholders and those of Columbia Management or other
affiliated persons. In exercising its proxy voting responsibilities, the Board may rely upon the research or recommendations of one or more third party service providers.
The administration of the proxy voting process is
handled by the Columbia Management Proxy Administration Team (Proxy Team). In exercising its responsibilities, the Proxy Team may rely upon the research or recommendations of one or more third party service providers. The Proxy Team assists the
Board in identifying situations where its guidelines do not clearly require a vote in a particular manner and assists in researching matters and making voting recommendations. The Proxy Team may recommend that a proxy be voted in a manner contrary
to the Board’s guidelines. In making recommendations to the Board about voting on a proposal, the Proxy Team relies on Columbia Management investment personnel (or the investment personnel of a Fund’s subadviser(s)) and information
obtained from independent research firms. The Proxy Team makes the recommendation in writing. The Board Chair or other Board members who are independent from the Investment Manager will consider the recommendation and decide how to vote the proxy
proposal or establish a protocol for voting the proposal.
On an annual basis, or more frequently as determined
necessary, the Board reviews recommendations to revise the existing guidelines or add new guidelines. Recommendations are based on, among other things, industry trends and the frequency that similar proposals appear on company ballots.
The Board considers management’s
recommendations as set out in the company’s proxy statement. In each instance in which a Fund votes against management’s recommendation (except when withholding votes from a nominated director or proposals on foreign company ballots),
the Board generally sends a letter to senior management of the company explaining the basis for its vote. This permits both the company’s management and the Board to have an opportunity to gain better insight into issues presented by the proxy
proposal(s).
Voting in Countries Outside the
United States (Non-U.S. Countries)
Voting proxies for
companies not domiciled in the United States may involve greater effort and cost due to the variety of regulatory schemes and corporate practices. For example, certain non-U.S. countries require trading of securities to be blocked prior to a vote,
which means that the securities to be voted may not be traded within a specified number of days before the shareholder meeting. The Board typically will not vote securities in non-U.S. countries that require securities to be blocked as the need for
liquidity of the securities in the Funds will typically outweigh the benefit of voting. There may be additional costs associated with voting in non-U.S. countries such that the Board may determine that the cost of voting outweighs the potential
benefit.
Securities on Loan
The Funds from time to time engage in lending securities held in
certain funds to third parties in order to generate additional income. The Board will generally refrain from recalling securities on loan based upon its determination that the costs and lost revenue to the Funds, combined with the administrative
effects of recalling the securities, generally outweigh the benefit of voting the proxy. While in general, neither the Board nor Columbia Management assesses the economic impact and benefits of voting loaned securities on a case-by-case basis,
situations may arise where the Board requests that loaned securities be recalled in order to vote a proxy. However, the Board has established a guideline to direct Columbia Management to endeavor to recall a loaned security if (i) a proposal
relating to a merger or acquisition, a material restructuring or reorganization, a proxy contest or a shareholder rights plan is expected to be on the ballot or (ii) the prior year’s evaluation of the issuer’s pay-for-performance
practices has raised concerns, based upon its determination that, in these situations, the benefits of voting such proxies generally outweigh the costs or lost revenue to the Funds, or any potential adverse administrative effects to the Funds, of
not recalling such securities.
Statement
of Additional Information – [May 1, 2015]
|
136
|
Investment in Affiliated Funds
Certain Funds may invest in shares of other funds managed by
Columbia Management (referred to in this context as “underlying funds”) and may own substantial portions of these underlying funds. In general, the proxy policy of the Funds is to ensure that direct public shareholders of underlying
funds control the outcome of any shareholder vote. To help manage this potential conflict of interest, the policy of the Funds is to vote proxies of the underlying funds in the same proportion as the vote of the direct public shareholders; provided,
however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent
members of the Board.
Obtain a Proxy Voting
Record
Each year the Trust files its proxy voting records
with the SEC and makes them available by August 31 for the 12-month period ending June 30 of that year. The records can be obtained without charge through columbiamanagement.com or searching the website of the SEC at www.sec.gov.
Organization and Management of Wholly-Owned Subsidiaries
VP – Commodity Strategy Fund (for purposes of
this section, referred to as the “Fund”) may invest a portion of its assets, within the limitations of Subchapter M of the Code, in one or more of its wholly-owned subsidiaries (previously defined collectively as the
“Subsidiary”). The Subsidiary is a limited liability company organized under the laws of the Cayman Islands, whose registered office is located at P.O. Box 309, Ugland House, Grand Cayman Islands.
The Subsidiary is overseen by its own board of
directors and is not registered under the 1940 Act. The Fund, as the sole shareholder of the Subsidiary, does not have all of the protections offered by the 1940 Act to shareholders of investment companies registered under the 1940 Act. However, the
Subsidiary is wholly-owned and controlled by the Fund and the Fund’s Board of Trustees oversees the investment activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary.
The Investment Manager and the Fund’s subadvisers are responsible for the Subsidiary’s day-to-day business pursuant to their separate agreements with, or in respect of, the Subsidiary. The following individuals serve as a director of the
Subsidiary:
Name,
address, year of birth
|
Position
held with Subsidiary
and length of service
|
Principal
occupation during past five years
|
Anthony
P. Haugen
807 Ameriprise
Financial Center,
Minneapolis, MN 55474-2405
Born 1964
|
Director
since
November 2013
|
Vice
President – Finance, Ameriprise Financial, Inc.
since June 2004
|
Amy
K. Johnson
5228 Ameriprise
Financial Center
Minneapolis, MN 55474-2405
Born 1965
|
Director
since
November 2013
|
See
Fund Governance – Fund Officers
.
|
Christopher
O. Petersen
5228 Ameriprise
Financial Center
Minneapolis, MN 55474-2405
Born 1970
|
Director
since
January 2015
|
See
Fund Governance – Fund Officers
.
|
The Subsidiary has entered into separate contracts
for the provision of advisory, administrative and custody services with the same service providers who provide those services to the Fund. Threadneedle selects the Subsidiary’s investments pursuant to an addendum to the subadvisory agreement
with the Investment Manager. The Subsidiary has also entered into arrangements with [___] to serve as the Subsidiary’s independent registered public accounting firm. Each Subsidiary will bear the fees and expenses incurred in connection with
the services that it receives pursuant to those agreements and arrangements. The Fund expects that the expenses borne by the Subsidiary will not be material in relation of the value of the Fund’s assets.
For purposes of adhering to the Fund’s
compliance policies and procedures, the Investment Manager will treat the assets of the Subsidiary generally as if the assets were held directly by the Fund. The Chief Compliance Officer makes periodic reports to the Fund’s Board regarding the
management and operations of the Subsidiary.
The financial information of the Subsidiary is
consolidated into the Fund’s financial statements, as contained within the Fund’s annual and semiannual reports provided to shareholders.
Please refer to the section titled “
Taxation – Taxation of Fund Investments
” for information about certain tax considerations relating to the Fund’s investment in the Subsidiary.
Statement
of Additional Information – [May 1, 2015]
|
137
|
Changes in U.S. laws and/or the laws of the Cayman
Islands could prevent the Fund and/or the Subsidiary from operating as described in the Fund’s prospectus and this SAI, and could negatively affect the Fund and its shareholders. For example, Cayman Islands laws currently do not impose certain
taxes on the Subsidiary, including any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax. If Cayman Islands laws were changed to require the Subsidiary to pay Cayman Islands taxes, the investment
returns of the Fund would likely decrease.
By
investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The derivatives and other investments held by the Subsidiary are subject to the same risks that would apply to similar
investments if held directly by the Fund. The Subsidiary is subject to the same principal risk that the Fund is subject to (which are described in the Fund’s prospectus). There can be no assurance that the investment objective of the
Subsidiary will be achieved. The Subsidiary is not registered under the 1940 Act and, except as otherwise noted, is not subject to the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and
the Subsidiary are both managed by the Investment Manager, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Fund’s Board has oversight responsibility for the investment
activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. In managing the Subsidiary’s investment portfolio, the Investment Manager will manage the Subsidiary’s
portfolio in accordance with the Fund’s investment policies and restrictions. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the
inability of the Fund and/or the Subsidiary to operate as described in the applicable prospectus and this SAI and could adversely affect the Fund and its shareholders. For example, the Cayman Islands laws currently do not impose any income,
corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law were changed and the Subsidiary was required to pay Cayman Islands taxes, the investment returns of the Fund would
likely decrease.
Statement
of Additional Information – [May 1, 2015]
|
138
|
FUND GOVERNANCE
Board of Trustees and Officers
Shareholders elect the Board that oversees the
Funds' operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following table provides basic biographical information about the Funds' Trustees as of the date of this
SAI, including their principal occupations during the past five years, although specific titles for individuals may have varied over the period. Under current Board policy, members may serve through the end of the calendar year in which he or she
reaches either the mandatory retirement age established by the Board or the fifteenth anniversary of the first Board meeting they attended as a member of the Board.
Trustees
Independent Trustees
Name,
address,
year of birth
|
Position
held
with Funds and
length of service
|
Principal
occupation(s)
during past
five years
and other relevant
professional experience
|
Number
of funds
in the
Fund
Family
overseen
by Board
member
|
Other
present or past
directorships/trusteeships
(within past 5 years)
|
Committee
memberships
|
Kathleen
Blatz
901 S. Marquette Ave.
Minneapolis, MN 55402
1954
|
Board
member since 1/06 for RiverSource Funds and since 6/11 for Nations Funds
|
Attorney,
specializing in arbitration and mediation; Chief Justice, Minnesota Supreme Court, 1998-2006; Associate Justice, Minnesota Supreme Court, 1996-1998; Fourth Judicial District Court Judge, Hennepin County, 1994-1996; Attorney in private practice and
public service, 1984-1993; State Representative, Minnesota House of Representatives, 1979-1993, which included service on the Tax and Financial Institutions and Insurance Committees
|
132
|
Trustee,
BlueCross BlueShield of Minnesota (Chair of the Business Development Committee) since 2009; Chair of the Robina Foundation since August 2013
|
Board
Governance, Compliance, Contracts, Executive, Investment Review
|
Edward
J. Boudreau, Jr.
901 S. Marquette Ave.
Minneapolis, MN 55402
1944
|
Board
member since 6/11 for RiverSource Funds and since 1/05 for Nations Funds
|
Managing
Director, E.J. Boudreau & Associates (consulting) since 2000; FINRA Industry Arbitrator, 2002 – present; Chairman and Chief Executive Officer, John Hancock Funds (asset management), Chairman and Interested Trustee for open-end and
closed-end funds offered by John Hancock, 1989-2000; John Hancock Life Insurance Company, including SVP and Treasurer and SVP Information Technology, 1968-1988
|
130
|
Former
Trustee, BofA Funds Series Trust (11 funds), 2005-2011; Trustee, Boston Museum of Science (Chair of Finance Committee), 1985-2013
|
Audit,
Compliance, Executive, Investment Review
|
Statement
of Additional Information – [May 1, 2015]
|
139
|
Name,
address,
year of birth
|
Position
held
with Funds and
length of service
|
Principal
occupation(s)
during past
five years
and other relevant
professional experience
|
Number
of funds
in the
Fund
Family
overseen
by Board
member
|
Other
present or past
directorships/trusteeships
(within past 5 years)
|
Committee
memberships
|
Pamela
G. Carlton
901 S. Marquette Ave.
Minneapolis, MN 55402
1954
|
Board
member since 7/07 for RiverSource Funds and since 6/11 for Nations Funds
|
President,
Springboard- Partners in Cross Cultural Leadership (consulting company) since 2003; Managing Director of US Equity Research, JP Morgan Chase, 1999-2003; Director of US Equity Research, Chase Asset Management, 1996- 1999; Co-Director Latin America
Research, 1993-1996, CCO Global Research, 1992-1996, Co-Director of US Research, 1991-1992, Investment Banker, Morgan Stanley, 1982-1991
|
132
|
None
|
Audit,
Investment Review
|
William
P. Carmichael
901 S. Marquette Ave.
Minneapolis, MN 55402
1943
|
Chair
of the Board since 1/14, Board member since 6/11 for RiverSource Funds and since 2003 for Nations Funds
|
Retired;
Co-founder, The Succession Fund (provides exit strategies to owners of privately held companies), 1998-2007; Adjunct Professor of Finance, Kelley School of Business, Indiana University, 1993-2007; Senior Vice President, Sara Lee Corporation,
1991-1993; Senior Vice President and Chief Financial Officer, Beatrice Foods Company, 1984-1990; Vice President, Esmark, Inc., 1973-1984; Associate, Price Waterhouse, 1968-1972
|
132
|
Director,
Cobra Electronics Corporation (electronic equipment manufacturer), 1994-August 2014; The Finish Line (athletic shoes and apparel) since July 2003; Director, International Textile Corp. since 2012; former Director, McMoRan Exploration Company (oil
and gas exploration and development) 2010-2013; former Trustee, BofA Funds Series Trust (11 funds) 2009-2011; Director, Spectrum Brands, Inc. (consumer products), 2002-2009; Director, Simmons Company (bedding), 2004-2010
|
Board
Governance, Compliance, Contracts, Executive, Investment Review
|
Patricia
M. Flynn
901 S. Marquette Ave.
Minneapolis, MN 55402
1950
|
Board
member since 11/04 for RiverSource Funds and since 6/11 for Nations Funds
|
Trustee
Professor of Economics and Management, Bentley University since 1976 (also teaches and conducts research on corporate governance); Dean, McCallum Graduate School of Business, Bentley University, 1992-2002
|
132
|
None
|
Audit,
Compliance, Investment Review
|
Statement
of Additional Information – [May 1, 2015]
|
140
|
Name,
address,
year of birth
|
Position
held
with Funds and
length of service
|
Principal
occupation(s)
during past
five years
and other relevant
professional experience
|
Number
of funds
in the
Fund
Family
overseen
by Board
member
|
Other
present or past
directorships/trusteeships
(within past 5 years)
|
Committee
memberships
|
William
A. Hawkins
901 S. Marquette Ave.
Minneapolis, MN 55402
1942
|
Board
member since 6/11 for RiverSource Funds and since 1/05 for Nations Funds
|
Managing
Director, Overton Partners (financial consulting), since August 2010; President and Chief Executive Officer, California General Bank, N.A., January 2008-August 2010; Operation Hope, COO, 2004-2007; IndyMac Bancorp, President, CBG, 1999-2003;
American General Bank, President, 1997-1999; Griffin Financial Services, CEO, 1981-1997; The Griffin Funds, CEO, 1992-1998
|
130
|
Trustee,
BofA Funds Series Trust (11 funds)
|
Audit,
Executive, Compliance, Investment Review
|
R.
Glenn Hilliard
901 S. Marquette Ave.
Minneapolis, MN 55402
1943
|
Board
member since 6/11 for RiverSource Funds and since 1/05 for Nations Funds
|
Chairman
and Chief Executive Officer, Hilliard Group LLC (investing and consulting) since April 2003; Non-Executive Director & Chairman, CNO Financial Group, Inc. (insurance), September 2003-May 2011
|
130
|
Chairman,
BofA Funds Series Trust (11 funds); former Director, CNO Financial Group, Inc. (insurance) 2003-2011
|
Board
Governance, Contracts, Investment Review
|
Catherine
James Paglia
901 S. Marquette Ave.
Minneapolis, MN 55402
1952
|
Board
member since 11/04 for RiverSource Funds and since 6/11 for Nations Funds
|
Director,
Enterprise Asset Management, Inc. (private real estate and asset management company) since September 1998; Managing Director and Partner, Interlaken Capital, Inc., 1989-1997; Managing Director, Morgan Stanley, 1982-1989; Vice President, Investment
Banking, 1980-1982, Associate, Investment Banking, 1976-1980, Dean Witter Reynolds, Inc.
|
132
|
Director,
Valmont Industries, Inc. (irrigation systems manufacturer) since 2012; Trustee, Carleton College (on the Investment Committee); Trustee, Carnegie Endowment for International Peace (on the Investment Committee)
|
Board
Governance, Contracts, Executive, Investment Review
|
Leroy
C. Richie
901 S. Marquette Ave.
Minneapolis, MN 55402
1941
|
Board
member since 2000 for Seligman Funds, since 11/08 for RiverSource Funds and since 6/11 for Nations Funds
|
Counsel,
Lewis & Munday, P.C. (law firm) since 2004; Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation, 1993-1997
|
132
|
Lead
Outside Director, Digital Ally, Inc. (digital imaging) since September 2005; Director, Infinity, Inc. (oil and gas exploration and production) since 1994; Director, OGE Energy Corp. (energy and energy services) since November 2007
|
Contracts,
Compliance, Investment Review
|
Statement
of Additional Information – [May 1, 2015]
|
141
|
Name,
address,
year of birth
|
Position
held
with Funds and
length of service
|
Principal
occupation(s)
during past
five years
and other relevant
professional experience
|
Number
of funds
in the
Fund
Family
overseen
by Board
member
|
Other
present or past
directorships/trusteeships
(within past 5 years)
|
Committee
memberships
|
Minor
M. Shaw
901 S. Marquette Ave.
Minneapolis, MN 55402
1947
|
Board
member since 6/11 for RiverSource Funds and since 2003 for Nations Funds
|
President,
Micco LLC (private investments) since 2011; President, Micco Corp. (family investment business), 1998-2011
|
130
|
Director,
Piedmont Natural Gas; Director, BlueCross BlueShield of South Carolina since April 2008; Chair of the Duke Endowment; Director, National Association of Corporate Directors, Carolinas Chapter, since 2013; former Trustee, BofA Funds Series Trust (11
funds), 2003-2011
|
Board
Governance, Contracts, Investment Review
|
Alison
Taunton-Rigby
901 S. Marquette Ave.
Minneapolis, MN 55402
1944
|
Board
member since 11/02 for RiverSource Funds and since 6/11 for Nations Funds
|
Managing
Director, Forester Biotech (consulting) since 2001; Chief Executive Officer and Director, RiboNovix, Inc., (biotechnology) 2003-2010; President and Chief Executive Officer of CMT Inc., 2001-2003; Aquila Biopharmaceuticals Inc., 1996-2000; Cambridge
Biotech Corporation, 1995-1996, Mitotix Inc., 1993-1994
|
132
|
Director,
Healthways, Inc. (health and well-being solutions) since 2005; Director, ICI Mutual Insurance Company, since 2011; Director, Abt Associates (government contractor) since 2001; Director, Boston Children’s Hospital since 2002
|
Board
Governance, Audit, Investment Review
|
Interested Trustee Not Affiliated with Investment
Manager*
Name,
address,
year of birth
|
Position
held
with funds and
length of service
|
Principal
occupation
during past five years
|
Number
of
funds in the
Fund Family
overseen by
Board member
|
Other
present or past
directorships/trusteeships
(within past 5 years)
|
Committee
memberships
|
Anthony
M. Santomero
901 S. Marquette Ave.
Minneapolis, MN 55402
1946
|
Board
member since 6/11 for RiverSource Funds and since 1/08 for Nations Funds
|
Richard
K. Mellon Professor Emeritus of Finance, The Wharton School, University of Pennsylvania, since 2002; Senior Advisor, McKinsey & Company (consulting), 2006-2008; President, Federal Reserve Bank of Philadelphia, 2000-2006, Professor of Finance,
The Wharton School, University of Pennsylvania, 1972-2002
|
130
|
Director,
Renaissance Reinsurance Ltd. since May 2008; Trustee, Penn Mutual Life Insurance Company since March 2008; Director, Citigroup Inc. since 2009; Director, Citibank, N.A. since 2009; former Trustee, BofA Funds Series Trust (11 funds), 2008-2011
|
Compliance,
Executive, Investment Review
|
*
|
Dr. Santomero is not an
affiliated person of the Investment Manager or Ameriprise Financial. However, he is currently deemed by the Funds to be an “interested person” (as defined in the 1940 Act) of the Funds because he serves as a Director of Citigroup Inc.
and Citibank, N.A., companies that may directly or through subsidiaries and affiliates engage from time-to-time in brokerage execution, principal transactions and lending relationships with the Funds or accounts advised/managed by the Investment
Manager.
|
Statement
of Additional Information – [May 1, 2015]
|
142
|
Interested Trustee Affiliated with Investment
Manager*
Name,
address,
year of birth
|
Position
held
with funds and
length of service
|
Principal
occupation
during past five years
|
Number
of
funds in the
Fund Family
overseen by
Board member
|
Other
present or past
directorships/trusteeships
(within past 5 years)
|
Committee
memberships
|
William
F. Truscott
53600 Ameriprise
Financial Center
Minneapolis, MN 55474
1960
|
Board
member since 11/01 for RiverSource Funds and since 6/11 for Nations Funds; Senior Vice President since 2002 for RiverSource Funds and since 5/10 for Nations Funds
|
Chairman
of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively (previously President and Chief Investment Officer, 2001 - April 2010); Chief Executive Officer, Global Asset Management,
Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010 - September 2012 and President – U.S. Asset Management and Chief Investment Officer, 2005 - April
2010); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively (previously Chairman of the Board and Chief Executive Officer, 2006 - April 2010); Chairman of the Board
and Chief Executive Officer, RiverSource Distributors, Inc. since 2006; Director, Threadneedle Asset Management Holdings, SARL since 2014; President and Chief Executive Officer, Ameriprise Certificate Company, 2006 - August 2012.
|
191
|
Former
Director, Ameriprise Certificate Company, 2006 - January 2013
|
None
|
*
|
Interested person (as defined
under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the Investment Manager or Ameriprise Financial.
|
The Officers
The Board has appointed officers who are responsible
for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. The following table provides basic information about the Officers or the Trust as of the date of this SAI, including principal
occupations during the past five years, although their specific titles may have varied over the period. In addition to Mr. Truscott, who is Senior Vice President, the Funds' other officers are:
Statement
of Additional Information – [May 1, 2015]
|
143
|
Fund Officers
Name,
Address
and Year of Birth
|
Position
and Year
First Appointed to
Position for any Fund in the
Columbia Funds Complex
or a Predecessor Thereof
|
Principal
Occupation(s) During Past Five Years
|
Christopher
O. Petersen
5228 Ameriprise Financial Center
Minneapolis, MN 55474
Born 1970
|
President
and Principal Executive Officer (2015)
|
Vice
President and Lead Chief Counsel, Ameriprise Financial, Inc. since January 2015 (previously, Vice President and Chief Counsel January 2010 – December 2014; and Vice President and Group Counsel or Lead Counsel 2004 - January 2010); officer of
Columbia Funds and affiliated funds since 2007.
|
Michael
G. Clarke
225 Franklin Street
Boston, MA 02110
Born 1969
|
Treasurer
(2011) and Chief Financial Officer (2009)
|
Vice
President – Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; Managing Director of Fund Administration, Columbia Management Advisors, LLC, September 2004 - April 2010; senior officer of Columbia Funds
and affiliated funds since 2002.
|
Paul
B. Goucher
100 Park Avenue
New York, NY 10017
Born 1968
|
Senior
Vice President (2011), Chief Legal Officer (2015) and Assistant Secretary (2008)
|
Vice
President and Lead Chief Counsel, Ameriprise Financial, Inc. since November 2008 and January 2013, respectively (previously Chief Counsel, January 2010 - January 2013 and Group Counsel, November 2008 - January 2010).
|
Thomas
P. McGuire
225 Franklin Street
Boston, MA 02110
Born 1972
|
Senior
Vice President and Chief Compliance Officer (2012)
|
Vice
President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010; Compliance Executive, Bank of America, 2005 - April 2010.
|
Colin
Moore
225 Franklin Street
Boston, MA 02110
Born 1958
|
Senior
Vice President (2010)
|
Executive
Vice President and Global Chief Investment Officer, Ameriprise Financial, Inc., since July 2013; Director and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since May 2010; Manager, Managing Director and Chief
Investment Officer, Columbia Management Advisors, LLC, 2007 - April 2010.
|
Michael
E. DeFao
225 Franklin Street
Boston, MA 02110
Born 1968
|
Vice
President (2011) and Assistant Secretary (2010)
|
Vice
President and Chief Counsel, Ameriprise Financial, Inc. since May 2010; Associate General Counsel, Bank of America, 2005 - April 2010.
|
Joseph
F. DiMaria
225 Franklin Street
Boston, MA 02110
Born 1968
|
Vice
President (2011), Assistant Treasurer (2012) and Chief Accounting Officer (2008)
|
Vice
President – Mutual Fund Treasurer, Columbia Management Investment Advisers, LLC since May 2010; Director of Fund Administration, Columbia Management Advisors, LLC, 2006 - April 2010.
|
Amy
Johnson
5228 Ameriprise Financial Center
Minneapolis, MN 55474
Born 1965
|
Vice
President (2006)
|
Managing
Director and Chief Operating Officer, Columbia Management Investment Advisers, LLC since May 2010 (previously Chief Administrative Officer, 2009 - April 2010, and Vice President – Asset Management and Trust Company Services, 2006 - 2009).
|
Lyn
Kephart-Strong
5228 Ameriprise Financial Center
Minneapolis, MN 55474
Born 1960
|
Vice
President (2015)
|
President,
Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009; President, RiverSource Service Corporation 2004-2010.
|
Ryan
C. Larrenaga
225 Franklin Street
Boston, MA 02110
Born 1970
|
Vice
President and Secretary (2015)
|
Vice
President and Group Counsel, Ameriprise Financial, Inc. since August 2011 (previously, Counsel from May 2010 to August 2011); Assistant General Counsel, Bank of America, 2005 - April 2010; officer of Columbia Funds and affiliated funds since 2005.
|
Responsibilities of Board
with respect to Fund management
The Board is chaired by an
Independent Trustee who has significant additional responsibilities compared to the other Board members, including, among other things: setting the agenda for Board meetings, communicating and meeting regularly with Board members between Board and
committee meetings on Fund-related matters with the Funds' Chief Compliance Officer (“CCO”), counsel to the Independent Trustees, and representatives of the Funds' service providers and overseeing Board Services.
Statement
of Additional Information – [May 1, 2015]
|
144
|
The Board initially approves an Investment
Management Services Agreement and other contracts with the Investment Manager and its affiliates, and other service providers. Once the contracts are approved, the Board monitors the level and quality of services including commitments of service
providers to achieve expected levels of investment performance and shareholder services. Annually, the Board evaluates the services received under the contracts by reviewing, among other things, reports covering investment performance, shareholder
services, marketing, and the Investment Manager’s profitability in order to determine whether to continue existing contracts or negotiate new contracts. The Investment Manager is responsible for day-to-day management and administration of the
Funds and management of the risks that arise from the Funds' investments and operations. The Board’s oversight of the Investment Manager and other service providers in the operation of the Funds includes oversight with respect to various risk
management functions. The Funds are subject to a number of risks, including investment, compliance, operational, and valuation risks, among others. Day-to-day risk management functions are subsumed within the responsibilities of the Investment
Manager, the subadvisers and other service providers (depending on the nature of the risk) who carry out the Funds' investment management and business affairs. Each of the Investment Manager, the subadvisers and other service providers has its own,
independent interest in risk management, and its policies and methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and business models.
Risk oversight forms part of the Board’s
general oversight of the Funds and is addressed as part of various Board and Committee activities. As part of its regular oversight of the trusts, the Board, directly or through a committee, interacts with and reviews reports from, among others, the
Investment Manager, subadvisers, the independent registered public accounting firm for the Funds, and internal auditors for the Investment Manager or its affiliates, as appropriate, regarding risks faced by the Funds and relevant risk functions. The
Board also meets periodically with the Funds' CCO, to receive reports regarding the compliance of the Funds and their principal service providers with the federal securities laws and their internal compliance policies and procedures. The Board, with
the assistance of the Investment Review Committee, reviews investment policies in connection with its review of the Funds' performance, and meets periodically with the portfolio managers of the Funds to receive reports regarding the management of
the Funds, including various investment risks. As part of the Board’s periodic review of the Funds' advisory, subadvisory and other service provider agreements, the Board may consider risk management aspects of their operations and the
functions for which they are responsible. In addition, the Board oversees processes that are in place to assure compliance with applicable rules, regulations and investment policies and addresses possible conflicts of interest.
Committees of the Board
The Board has organized the following standing committees to
facilitate its work: Board Governance Committee, Compliance Committee, Contracts Committee, Executive Committee, Investment Review Committee and Audit Committee. These Committees are comprised solely of Independent Trustees (for these purposes,
persons who are not affiliated persons of the Investment Manager or Ameriprise Financial). The table above describing each Trustee also includes their respective committee memberships. The duties of these committees are described below.
Mr. Carmichael, as Chair of the Board, acts as a
point of contact between the Independent Trustees and the Investment Manager between Board meetings in respect of general matters.
Board Governance Committee.
Recommends to the Board the size, structure and composition of the Board and its committees; the compensation to be paid to members of the Board; and a process
for evaluating the Board’s performance. The committee also reviews candidates for Board membership, including candidates recommended by shareholders. The committee also makes recommendations to the Board regarding responsibilities and duties
of the Board, oversees proxy voting and supports the work of the Board Chair in relation to furthering the interests of the Funds and other funds in the Columbia Family of Funds overseen by the Board and their shareholders on external
matters.
To be considered as a
candidate for Trustee, recommendations must include a curriculum vitae and be mailed to the Chair of the Board, Columbia Family of Funds, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268. To be timely for consideration by the
committee, the submission, including all required information, must be submitted in writing not less than 120 days before the date of the proxy statement for the previous year’s annual meeting of shareholders, if such a meeting is held. The
committee will consider only one candidate submitted by such a shareholder or group for nomination for election at a meeting of shareholders. The committee will not consider self-nominated candidates or candidates nominated by members of a
candidate’s family, including such candidate’s spouse, children, parents, uncles, aunts, grandparents, nieces and nephews.
The committee will consider and evaluate candidates
submitted by the nominating shareholder or group on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. The committee may take into account a wide variety of factors in considering trustee
candidates, including (but not limited to): (i) the candidate’s knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer of other public or private
companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the
candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the
candidate’s ability and
Statement
of Additional Information – [May 1, 2015]
|
145
|
commitment to attend meetings regularly, work collaboratively with
other members of the Board and carry out his or her duties in the best interests of the Funds; (vii) the candidate’s ability to qualify as an independent trustee; and (viii) such other criteria as the committee determines to be relevant in
light of the existing composition of the Board and any anticipated vacancies or other factors.
Members of the committee (and/or the Board) also
meet personally with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board
endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Thus, the committee and the Board accorded particular weight to the individual professional background of each Independent Trustee.
The Board believes that the Funds are well-served by
a Board, the membership of which consists of persons that represent a broad mix of professional and personal backgrounds. In considering nominations, the Committee takes the following matrix into account in assessing how a candidate’s
professional background (which is reflected in the biographical information included in the “Trustees” table above) would fit into the mix of experiences represented by the then-current Board.
|
|
Professional
Background
|
Name
|
Geographic
|
For
Profit;
CIO/CFO;
CEO/COO
|
Non-Profit;
Government;
CEO/Chairman
|
Investment
|
Legal;
Regulatory
|
Political
|
Academic
|
Audit
Committee;
Financial
Expert
|
Blatz
|
MN
|
|
X
|
|
X
|
X
|
|
|
Boudreau
|
MA
|
X
|
|
X
|
X
|
|
|
X
|
Carlton
|
NY
|
|
|
X
|
X
|
|
|
X
|
Carmichael
|
FL
|
X
|
X
|
X
|
X
|
|
|
X
|
Flynn
|
MA
|
|
|
|
|
|
X
|
|
Hawkins
|
CA
|
X
|
|
X
|
|
|
|
X
|
Hilliard
|
GA
|
X
|
X
|
X
|
X
|
|
|
|
Paglia
|
NY
|
X
|
|
X
|
|
|
|
X
|
Richie
|
MI
|
X
|
X
|
|
X
|
|
|
|
Santomero
|
PA
|
|
X
|
X
|
X
|
|
X
|
X
|
Shaw
|
SC
|
X
|
X
|
X
|
|
|
|
|
Taunton-Rigby
|
MA
|
X
|
|
X
|
|
|
|
X
|
With respect to the Board
membership of Mr. Truscott on the Board, who is not an Independent Trustee, the committee and the Board have concluded that having a senior member of the Investment Manager serve on the Board can facilitate increased access to information regarding
the Funds' Investment Manager for the Independent Trustees, which is the Funds' most significant service provider. With respect to the trusteeship of Dr. Santomero on the Board, the committee and the Board have concluded that, despite his lack of
technical independence of the Funds under the 1940 Act (arising from his board service to Citigroup, Inc. and Citibank N.A.), he could serve with “substantive independence” primarily since he has no financial interest or relationship
with the Investment Manager or Ameriprise Financial. The committee and the Board also took into account Dr. Santomero’s broad array of experiences from management consulting to academia to public service, which can complement well the mix of
experiences represented by the other Board members. The committee held [__] meetings during the fiscal year ended December 31, 2014.
Compliance Committee.
Supports the Funds' maintenance of a strong compliance program by providing a forum for Independent Trustees to consider compliance matters impacting the Funds or their key service providers;
developing and implementing, in coordination with the CCO, a process for the review and consideration of compliance reports that are provided to the Board; and providing a designated forum for the Funds' CCO to meet with Independent Trustees on a
regular basis to discuss compliance matters. The committee held [__] meetings during the fiscal year ended December 31, 2014.
Contracts Committee.
Reviews and oversees the contractual relationships with service providers. Receives and analyzes reports covering the level and quality of services provided under contracts with the Funds and advises
the Board regarding actions taken on these contracts during the annual review process. Reviews and considers, on behalf of all Trustees, the Funds' investment advisory, subadvisory (if any), administrative services and principal underwriting
contracts to assists the Trustees in fulfilling their responsibilities relating to the Board’s evaluation and consideration of these arrangements. The committee held [__] meetings during the fiscal year ended December 31, 2014.
Statement
of Additional Information – [May 1, 2015]
|
146
|
Executive Committee.
Acts, as needed, for the Board between meetings of the Board. The committee held [_] meetings during the fiscal year ended December 31, 2014.
Investment Review Committee.
Reviews and oversees the management of the Funds' assets. Considers investment management policies and strategies; investment performance; risk management techniques; and securities trading practices
and reports areas of concern to the Board. The committee held [__] meetings during the fiscal year ended December 31, 2014.
Audit Committee.
Oversees the accounting and financial reporting processes of the Funds and internal controls over financial reporting. Oversees the quality and integrity of the Funds' financial statements and
independent audits as well as the Funds' compliance with legal and regulatory requirements relating to the Funds' accounting and financial reporting, internal controls over financial reporting and independent audits. The committee also makes
recommendations regarding the selection of the Funds' independent registered public accounting firm (
i.e.
, independent auditors) and reviews and
evaluates the qualifications, independence and performance of the auditor. The committee oversees the Funds' risks by, among other things, meeting with the Funds' internal auditors, establishing procedures for the confidential, anonymous submission
by employees of concerns about accounting or audit matters, and overseeing the Funds' Disclosure Controls and Procedures. This committee acts as a liaison between the independent auditors and the full Board and must prepare an audit committee
report. The committee held [__] meetings during the fiscal year ended December 31, 2014.
Beneficial Equity Ownership
The tables below show, for each Trustee, the aggregate value of all
investments in equity securities of all the Funds in the Columbia Funds Complex, including notional amounts through the Deferred Compensation Plan, where noted. The information is provided as of December 31, [2014].
The tables only include ownership of Columbia Funds
overseen by the Trustees; the Trustees and Officers may own shares of other Columbia Funds they do not oversee. The tables do not include ownership of Columbia Funds overseen by other boards of trustees/directors. All shares of the Variable
Portfolio funds are owned by life insurance companies and Qualified Plans, and are not available for purchase by individuals. Consequently, no Trustee owns any shares of Variable Portfolio funds.
Independent Trustee Ownership
Board
Member
|
Aggregate
Dollar Range of
Equity Securities
in all Funds in the
Columbia Funds
Complex Overseen
by the Trustee
|
Kathleen
Blatz
|
Over
$100,000
|
Edward
Boudreau
|
Over
$100,000
(a)
|
Pamela
G. Carlton
|
Over
$100,000
(a)
|
William
Carmichael
|
Over
$100,000
(a)
|
Patricia
M. Flynn
|
Over
$100,000
(a)
|
William
Hawkins
|
Over
$100,000
(a)
|
R.
Glenn Hilliard
|
Over
$100,000
(a)
|
Catherine
James Paglia
|
Over
$100,000
(a)
|
Leroy
C. Richie
|
Over
$100,000
|
Minor
Shaw
|
Over
$100,000
(a)
|
Alison
Taunton-Rigby
|
Over
$100,000
(a)
|
(a)
|
Total includes deferred
compensation invested in share equivalents and, with respect to Ms. Shaw, the value of interests in a Section 529 plan determined as if her investment in the plan were invested directly in the Columbia Funds pursuant to the plan’s target
allocations to such Columbia Funds.
|
Statement
of Additional Information – [May 1, 2015]
|
147
|
Interested Trustee Ownership
Board
Member
|
Aggregate
Dollar Range of
Equity Securities
in all Funds in the
Columbia Funds
Complex Overseen
by the Trustee
|
Anthony
Santomero
|
Over
$100,000
(a)
|
William
F. Truscott
|
Over
$100,000
(b)
|
(a)
|
Includes the value of
compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Family overseen by the Trustee as specified by
the Trustee.
|
(b)
|
Includes notional investments
through a deferred compensation account. Mr. Truscott’s deferred compensation plan is separate from that of the Independent Trustees (for these purposes, persons who are not affiliated persons of the Investment Manager or Ameriprise
Financial).
|
Compensation
Total compensation.
The following table shows the total compensation paid to Independent Trustees (for these purposes, persons who are not affiliated persons of the Investment Manager or Ameriprise Financial) for their
services from all the Funds in the Columbia Fund Family overseen by the Trustee for the fiscal year ended [December 31, 2014].
Mr. Truscott is not compensated for his services on
the Board.
Trustee
(a)
|
Total
Compensation
from Fund Complex
Paid to Trustee
(b)
|
Amount
Deferred
from Total
Compensation
(c)
|
Kathleen
Blatz
|
$287,500
|
N/A
|
Edward
Boudreau
|
$285,000
|
$99,750
|
Pamela
Carlton
|
$280,000
|
$112,000
|
William
Carmichael
|
$277,000
|
N/A
|
Patricia
Flynn
|
$280,000
|
$280,000
|
William
Hawkins
|
$287,500
|
$85,500
|
R.
Glenn Hilliard
|
$277,500
|
N/A
|
Stephen
Lewis
(d)
|
$430,000
|
$309,600
|
Catherine
Paglia
|
$302,500
|
$151,250
|
Leroy
Richie
|
$285,000
|
N/A
|
Anthony
Santomero
|
$270,000
|
$135,000
|
Minor
Shaw
|
$277,500
|
$138,750
|
Alison
Taunton-Rigby
|
$295,000
|
$236,000
|
(a)
|
Trustee compensation is paid
by the Funds and is comprised of a combination of a base fee and meeting fees, with the exception of the Chair of the Board, who receives a base annual compensation. Payment of compensation is administered by a company providing limited
administrative services to the Funds and to the Board.
|
(b)
|
Includes any portion of cash
compensation Trustees elected to defer during the fiscal period.
|
(c)
|
The Trustees may elect to defer
a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below.
|
(d)
|
Mr. Lewis served as Trustee
until December 31, 2014.
|
In addition to the above compensation, all Trustees
receive reimbursements for reasonable expenses related to their attendance at meetings of the Board or standing committees, which are not included in the amounts shown.
Trustees did not accrue any pension or retirement
benefits as part of Fund expenses, nor will they receive any annual benefits upon retirement.
Deferred Compensation
Plan
.
The Independent Trustees may elect to defer payment of up to 100% of the compensation they receive in accordance with a Deferred Compensation
Plan (the Deferred Plan). Under the Deferred Plan, a Board member may elect to have his or her deferred compensation treated as if they had been invested in shares of one or more Fund and the amount paid to the Board member under the Deferred Plan
will be determined based on the performance of such investments.
Statement
of Additional Information – [May 1, 2015]
|
148
|
Distributions may be taken in a lump sum or over a period of years.
The Deferred Plan will remain unfunded for federal income tax purposes under the Code. It is anticipated that deferral of Board member compensation in accordance with the Deferred Plan will have, at most, a negligible impact on Fund assets and
liabilities.
The Independent Trustees have a
policy that each Trustee invests in shares of one or more of the Funds (including the Closed-End Funds) overseen by the Trustee (including shares held in the Deferred Compensation Plan) in an aggregate amount that is at least equal to the annual
total compensation received by the Trustee from the Columbia Fund Complex. All Independent Trustees meet this standard.
Compensation from each Fund
.
The following table shows the compensation paid to Independent Trustees from each Fund during its last fiscal period, as well as the amount deferred from each
Fund, which is included in the total.
Fund
|
Aggregate
Compensation from Fund
Independent Trustees
|
Blatz
|
Boudreau
|
Carlton
|
Carmichael
|
Flynn
|
Hawkins
|
Hilliard
|
Lewis
(a)
|
Paglia
|
Richie
|
Santomero
|
Shaw
|
Taunton-
Rigby
|
For
Funds with fiscal period ending December 31
|
VP
- International Opportunities Fund
|
$892
|
$913
|
$867
|
$887
|
$867
|
$922
|
$892
|
$1,351
|
$938
|
$883
|
$867
|
$892
|
$913
|
Amount
Deferred
|
$0
|
$320
|
$347
|
$0
|
$867
|
$274
|
$0
|
$973
|
$469
|
$0
|
$434
|
$446
|
$730
|
VP
- Marsico Growth Fund
|
$1,061
|
$1,085
|
$1,031
|
$1,054
|
$1,031
|
$1,095
|
$1,062
|
$1,607
|
$1,115
|
$1,051
|
$1,031
|
$1,062
|
$1,085
|
Amount
Deferred
|
$0
|
$380
|
$412
|
$0
|
$1,031
|
$326
|
$0
|
$1,157
|
$557
|
$0
|
$516
|
$531
|
$868
|
VP
- Marsico Focused Equities Fund
|
$792
|
$814
|
$771
|
$791
|
$771
|
$821
|
$793
|
$1,202
|
$835
|
$785
|
$771
|
$793
|
$813
|
Amount
Deferred
|
$0
|
$285
|
$308
|
$0
|
$771
|
$244
|
$0
|
$865
|
$417
|
$0
|
$386
|
$396
|
$650
|
VP
- Marsico 21st Century Fund
|
$867
|
$889
|
$843
|
$864
|
$843
|
$897
|
$867
|
$1,314
|
$912
|
$859
|
$843
|
$867
|
$888
|
Amount
Deferred
|
$0
|
$311
|
$337
|
$0
|
$843
|
$267
|
$0
|
$946
|
$456
|
$0
|
$422
|
$434
|
$710
|
VP
- Columbia Wanger International Equities Fund
|
$1,503
|
$1,532
|
$1,460
|
$1,487
|
$1,460
|
$1,547
|
$1,504
|
$2,272
|
$1,576
|
$1,489
|
$1,460
|
$1,504
|
$1,532
|
Amount
Deferred
|
$0
|
$536
|
$584
|
$0
|
$1,460
|
$460
|
$0
|
$1,636
|
$788
|
$0
|
$730
|
$752
|
$1,226
|
VP
- U.S. Equities Fund
|
$1,622
|
$1,652
|
$1,573
|
$1,602
|
$1,573
|
$1,669
|
$1,622
|
$2,455
|
$1,701
|
$1,605
|
$1,573
|
$1,622
|
$1,652
|
Amount
Deferred
|
$0
|
$578
|
$629
|
$0
|
$1,573
|
$496
|
$0
|
$1,768
|
$851
|
$0
|
$786
|
$811
|
$1,322
|
VP
- Holland Large Cap Growth Fund
|
$2,505
|
$2,535
|
$2,424
|
$2,446
|
$2,424
|
$2,562
|
$2,506
|
$3,791
|
$2,616
|
$2,478
|
$2,425
|
$2,506
|
$2,535
|
Amount
Deferred
|
$0
|
$887
|
$970
|
$0
|
$2,424
|
$761
|
$0
|
$2,729
|
$1,308
|
$0
|
$1,212
|
$1,253
|
$2,028
|
VP
- American Century Diversified Bond Fund
|
$4,380
|
$4,441
|
$4,245
|
$4,298
|
$4,245
|
$4,486
|
$4,380
|
$6,606
|
$4,575
|
$4,335
|
$4,245
|
$4,380
|
$4,440
|
Amount
Deferred
|
$0
|
$1,554
|
$1,698
|
$0
|
$4,245
|
$1,332
|
$0
|
$4,756
|
$2,288
|
$0
|
$2,123
|
$2,190
|
$3,552
|
VP
- J.P. Morgan Core Bond Fund
|
$4,297
|
$4,359
|
$4,165
|
$4,219
|
$4,165
|
$4,402
|
$4,298
|
$6,481
|
$4,490
|
$4,253
|
$4,166
|
$4,298
|
$4,358
|
Amount
Deferred
|
$0
|
$1,526
|
$1,666
|
$0
|
$4,165
|
$1,308
|
$0
|
$4,667
|
$2,245
|
$0
|
$2,083
|
$2,149
|
$3,486
|
VP
- Wells Fargo Short Duration Government Fund
|
$3,495
|
$3,552
|
$3,390
|
$3,442
|
$3,390
|
$3,587
|
$3,495
|
$5,275
|
$3,657
|
$3,460
|
$3,390
|
$3,495
|
$3,552
|
Amount
Deferred
|
$0
|
$1,243
|
$1,356
|
$0
|
$3,390
|
$1,066
|
$0
|
$3,798
|
$1,828
|
$0
|
$1,695
|
$1,748
|
$2,841
|
VP
- DFA International Value Fund
|
$2,396
|
$2,421
|
$2,316
|
$2,336
|
$2,316
|
$2,448
|
$2,396
|
$3,620
|
$2,500
|
$2,369
|
$2,316
|
$2,396
|
$2,420
|
Amount
Deferred
|
$0
|
$847
|
$926
|
$0
|
$2,316
|
$726
|
$0
|
$2,607
|
$1,250
|
$0
|
$1,158
|
$1,198
|
$1,936
|
VP
- Pyramis International Equity Fund
|
$2,223
|
$2,257
|
$2,155
|
$2,186
|
$2,155
|
$2,279
|
$2,223
|
$3,356
|
$2,324
|
$2,201
|
$2,156
|
$2,223
|
$2,256
|
Amount
Deferred
|
$0
|
$790
|
$862
|
$0
|
$2,155
|
$677
|
$0
|
$2,416
|
$1,162
|
$0
|
$1,078
|
$1,112
|
$1,805
|
VP
- Invesco International Growth Fund
|
$3,091
|
$3,129
|
$2,991
|
$3,024
|
$2,991
|
$3,162
|
$3,092
|
$4,665
|
$3,228
|
$3,058
|
$2,992
|
$3,092
|
$3,128
|
Amount
Deferred
|
$0
|
$1,095
|
$1,196
|
$0
|
$2,991
|
$939
|
$0
|
$3,359
|
$1,614
|
$0
|
$1,496
|
$1,546
|
$2,503
|
VP
- TCW Core Plus Bond Fund
|
$2,455
|
$2,492
|
$2,377
|
$2,410
|
$2,377
|
$2,518
|
$2,455
|
$3,712
|
$2,570
|
$2,429
|
$2,377
|
$2,455
|
$2,492
|
Amount
Deferred
|
$0
|
$872
|
$951
|
$0
|
$2,377
|
$748
|
$0
|
$2,672
|
$1,285
|
$0
|
$1,189
|
$1,228
|
$1,994
|
VP
- Jennison Mid Cap Growth Fund
|
$2,011
|
$2,043
|
$1,948
|
$1,978
|
$1,948
|
$2,063
|
$2,011
|
$3,041
|
$2,105
|
$1,990
|
$1,948
|
$2,011
|
$2,042
|
Amount
Deferred
|
$0
|
$715
|
$779
|
$0
|
$1,948
|
$613
|
$0
|
$2,190
|
$1,052
|
$0
|
$974
|
$1,006
|
$1,634
|
VP
- Morgan Stanley Global Real Estate Fund
|
$1,233
|
$1,257
|
$1,196
|
$1,217
|
$1,196
|
$1,269
|
$1,234
|
$1,869
|
$1,294
|
$1,221
|
$1,196
|
$1,234
|
$1,256
|
Amount
Deferred
|
$0
|
$440
|
$478
|
$0
|
$1,196
|
$377
|
$0
|
$1,346
|
$647
|
$0
|
$598
|
$617
|
$1,005
|
VP
- NFJ Dividend Value Fund
|
$3,078
|
$3,124
|
$2,982
|
$3,024
|
$2,982
|
$3,156
|
$3,078
|
$4,648
|
$3,219
|
$3,046
|
$2,982
|
$3,078
|
$3,123
|
Amount
Deferred
|
$0
|
$1,093
|
$1,193
|
$0
|
$2,982
|
$937
|
$0
|
$3,347
|
$1,610
|
$0
|
$1,491
|
$1,539
|
$2,498
|
VP
- MFS Value Fund
|
$3,188
|
$3,238
|
$3,090
|
$3,138
|
$3,090
|
$3,270
|
$3,188
|
$4,815
|
$3,335
|
$3,155
|
$3,090
|
$3,188
|
$3,237
|
Amount
Deferred
|
$0
|
$1,133
|
$1,236
|
$0
|
$3,090
|
$971
|
$0
|
$3,467
|
$1,667
|
$0
|
$1,545
|
$1,594
|
$2,590
|
Statement
of Additional Information – [May 1, 2015]
|
149
|
Fund
|
Aggregate
Compensation from Fund
Independent Trustees
|
Blatz
|
Boudreau
|
Carlton
|
Carmichael
|
Flynn
|
Hawkins
|
Hilliard
|
Lewis
(a)
|
Paglia
|
Richie
|
Santomero
|
Shaw
|
Taunton-
Rigby
|
VP
- Nuveen Winslow Large Cap Growth Fund
|
$2,428
|
$2,449
|
$2,346
|
$2,359
|
$2,346
|
$2,477
|
$2,429
|
$3,673
|
$2,531
|
$2,401
|
$2,346
|
$2,429
|
$2,449
|
Amount
Deferred
|
$0
|
$857
|
$938
|
$0
|
$2,346
|
$735
|
$0
|
$2,644
|
$1,266
|
$0
|
$1,173
|
$1,214
|
$1,959
|
VP
- Eaton Vance Floating-Rate Income Fund
|
$1,683
|
$1,716
|
$1,633
|
$1,663
|
$1,633
|
$1,732
|
$1,684
|
$2,548
|
$1,766
|
$1,667
|
$1,633
|
$1,684
|
$1,715
|
Amount
Deferred
|
$0
|
$600
|
$653
|
$0
|
$1,633
|
$515
|
$0
|
$1,834
|
$883
|
$0
|
$817
|
$842
|
$1,372
|
VP
- Loomis Sayles Growth Fund
|
$2,376
|
$2,393
|
$2,293
|
$2,303
|
$2,293
|
$2,421
|
$2,376
|
$3,593
|
$2,475
|
$2,348
|
$2,294
|
$2,376
|
$2,393
|
Amount
Deferred
|
$0
|
$838
|
$917
|
$0
|
$2,293
|
$718
|
$0
|
$2,587
|
$1,238
|
$0
|
$1,147
|
$1,188
|
$1,914
|
VP
- Aggressive Portfolio
|
$2,411
|
$2,608
|
$2,392
|
$2,589
|
$2,392
|
$2,615
|
$2,411
|
$3,712
|
$2,627
|
$2,404
|
$2,392
|
$2,411
|
$2,608
|
Amount
Deferred
|
$0
|
$913
|
$957
|
$0
|
$2,392
|
$783
|
$0
|
$2,673
|
$1,313
|
$0
|
$1,196
|
$1,206
|
$2,086
|
VP
- Moderately Aggressive Portfolio
|
$7,059
|
$7,764
|
$7,040
|
$7,745
|
$7,040
|
$7,771
|
$7,059
|
$10,933
|
$7,783
|
$7,053
|
$7,040
|
$7,059
|
$7,764
|
Amount
Deferred
|
$0
|
$2,718
|
$2,816
|
$0
|
$7,040
|
$2,329
|
$0
|
$7,872
|
$3,891
|
$0
|
$3,520
|
$3,530
|
$6,211
|
VP
- Moderate Portfolio
|
$11,485
|
$12,696
|
$11,466
|
$12,676
|
$11,466
|
$12,703
|
$11,485
|
$17,832
|
$12,715
|
$11,478
|
$11,466
|
$11,485
|
$12,696
|
Amount
Deferred
|
$0
|
$4,444
|
$4,586
|
$0
|
$11,466
|
$3,809
|
$0
|
$12,839
|
$6,357
|
$0
|
$5,733
|
$5,743
|
$10,157
|
VP
- Moderately Conservative Portfolio
|
$3,541
|
$3,899
|
$3,522
|
$3,880
|
$3,522
|
$3,906
|
$3,541
|
$5,502
|
$3,918
|
$3,534
|
$3,522
|
$3,541
|
$3,899
|
Amount
Deferred
|
$0
|
$1,365
|
$1,409
|
$0
|
$3,522
|
$1,170
|
$0
|
$3,962
|
$1,959
|
$0
|
$1,761
|
$1,771
|
$3,119
|
VP
- Conservative Portfolio
|
$1,982
|
$2,166
|
$1,963
|
$2,146
|
$1,963
|
$2,172
|
$1,983
|
$3,075
|
$2,184
|
$1,976
|
$1,964
|
$1,983
|
$2,165
|
Amount
Deferred
|
$0
|
$758
|
$785
|
$0
|
$1,963
|
$650
|
$0
|
$2,214
|
$1,092
|
$0
|
$982
|
$991
|
$1,732
|
VP
- Diversified Bond Fund
|
$5,151
|
$5,204
|
$4,973
|
$5,016
|
$4,973
|
$5,264
|
$5,152
|
$7,761
|
$5,382
|
$5,092
|
$4,974
|
$5,152
|
$5,204
|
Amount
Deferred
|
$0
|
$1,822
|
$1,989
|
$0
|
$4,973
|
$1,561
|
$0
|
$5,588
|
$2,691
|
$0
|
$2,487
|
$2,576
|
$4,163
|
VP
- Cash Management Fund
|
$1,622
|
$1,653
|
$1,574
|
$1,601
|
$1,574
|
$1,669
|
$1,623
|
$2,454
|
$1,701
|
$1,606
|
$1,574
|
$1,623
|
$1,653
|
Amount
Deferred
|
$0
|
$579
|
$630
|
$0
|
$1,574
|
$496
|
$0
|
$1,767
|
$851
|
$0
|
$787
|
$811
|
$1,322
|
VP
- Select International Equity Fund
|
$1,205
|
$1,230
|
$1,170
|
$1,193
|
$1,170
|
$1,242
|
$1,205
|
$1,823
|
$1,264
|
$1,193
|
$1,170
|
$1,205
|
$1,230
|
Amount
Deferred
|
$0
|
$431
|
$468
|
$0
|
$1,170
|
$369
|
$0
|
$1,313
|
$632
|
$0
|
$585
|
$603
|
$984
|
VP
- High Yield Bond Fund
|
$1,474
|
$1,502
|
$1,430
|
$1,455
|
$1,430
|
$1,516
|
$1,474
|
$2,230
|
$1,545
|
$1,459
|
$1,430
|
$1,474
|
$1,501
|
Amount
Deferred
|
$0
|
$526
|
$572
|
$0
|
$1,430
|
$450
|
$0
|
$1,606
|
$773
|
$0
|
$715
|
$737
|
$1,201
|
VP
- Large Cap Growth Fund
|
$1,860
|
$1,915
|
$1,815
|
$1,879
|
$1,815
|
$1,930
|
$1,860
|
$2,799
|
$1,959
|
$1,845
|
$1,816
|
$1,860
|
$1,915
|
Amount
Deferred
|
$0
|
$670
|
$726
|
$0
|
$1,815
|
$575
|
$0
|
$2,016
|
$980
|
$0
|
$908
|
$930
|
$1,532
|
VP
- Dividend Opportunity Fund
|
$4,590
|
$4,654
|
$4,447
|
$4,506
|
$4,447
|
$4,702
|
$4,590
|
$6,931
|
$4,797
|
$4,542
|
$4,447
|
$4,590
|
$4,653
|
Amount
Deferred
|
$0
|
$1,629
|
$1,779
|
$0
|
$4,447
|
$1,396
|
$0
|
$4,990
|
$2,398
|
$0
|
$2,224
|
$2,295
|
$3,723
|
VP
- U.S. Government Mortgage Fund
|
$2,900
|
$2,951
|
$2,815
|
$2,863
|
$2,815
|
$2,979
|
$2,901
|
$4,374
|
$3,036
|
$2,872
|
$2,816
|
$2,901
|
$2,950
|
Amount
Deferred
|
$0
|
$1,033
|
$1,126
|
$0
|
$2,815
|
$885
|
$0
|
$3,150
|
$1,518
|
$0
|
$1,408
|
$1,450
|
$2,360
|
VP
- S&P 500 Index Fund
|
$995
|
$1,019
|
$968
|
$991
|
$968
|
$1,029
|
$996
|
$1,508
|
$1,047
|
$986
|
$968
|
$996
|
$1,019
|
Amount
Deferred
|
$0
|
$357
|
$387
|
$0
|
$968
|
$306
|
$0
|
$1,086
|
$523
|
$0
|
$484
|
$498
|
$815
|
VP
- Emerging Markets Fund
|
$1,880
|
$1,910
|
$1,822
|
$1,849
|
$1,822
|
$1,929
|
$1,880
|
$2,838
|
$1,967
|
$1,861
|
$1,823
|
$1,880
|
$1,909
|
Amount
Deferred
|
$0
|
$668
|
$729
|
$0
|
$1,822
|
$573
|
$0
|
$2,044
|
$983
|
$0
|
$911
|
$940
|
$1,527
|
VP
- Mid Cap Growth Opportunity Fund
|
$1,353
|
$1,381
|
$1,314
|
$1,340
|
$1,314
|
$1,394
|
$1,354
|
$2,046
|
$1,420
|
$1,340
|
$1,315
|
$1,354
|
$1,381
|
Amount
Deferred
|
$0
|
$483
|
$526
|
$0
|
$1,314
|
$414
|
$0
|
$1,473
|
$710
|
$0
|
$657
|
$677
|
$1,104
|
VP
- Select Large-Cap Value Fund
|
$1,510
|
$1,540
|
$1,466
|
$1,495
|
$1,466
|
$1,555
|
$1,511
|
$2,285
|
$1,584
|
$1,496
|
$1,467
|
$1,511
|
$1,540
|
Amount
Deferred
|
$0
|
$539
|
$586
|
$0
|
$1,466
|
$462
|
$0
|
$1,645
|
$792
|
$0
|
$733
|
$755
|
$1,232
|
VP
- Income Opportunities Fund
|
$2,079
|
$2,122
|
$2,019
|
$2,058
|
$2,019
|
$2,142
|
$2,079
|
$3,139
|
$2,181
|
$2,059
|
$2,019
|
$2,079
|
$2,121
|
Amount
Deferred
|
$0
|
$743
|
$808
|
$0
|
$2,019
|
$637
|
$0
|
$2,260
|
$1,091
|
$0
|
$1,010
|
$1,040
|
$1,697
|
VP
- BlackRock Global Inflation-Protected Securities Fund
|
$4,000
|
$4,043
|
$3,865
|
$3,899
|
$3,865
|
$4,089
|
$4,001
|
$6,053
|
$4,179
|
$3,955
|
$3,865
|
$4,001
|
$4,043
|
Amount
Deferred
|
$0
|
$1,415
|
$1,546
|
$0
|
$3,865
|
$1,213
|
$0
|
$4,358
|
$2,089
|
$0
|
$1,932
|
$2,000
|
$3,234
|
VP
- Core Equity Fund
|
$948
|
$971
|
$922
|
$944
|
$922
|
$980
|
$949
|
$1,437
|
$997
|
$939
|
$922
|
$949
|
$971
|
Amount
Deferred
|
$0
|
$340
|
$369
|
$0
|
$922
|
$291
|
$0
|
$1,035
|
$499
|
$0
|
$461
|
$474
|
$777
|
VP
- Mid Cap Value Opportunity Fund
|
$1,726
|
$1,752
|
$1,671
|
$1,693
|
$1,671
|
$1,770
|
$1,726
|
$2,614
|
$1,807
|
$1,707
|
$1,671
|
$1,726
|
$1,751
|
Amount
Deferred
|
$0
|
$613
|
$668
|
$0
|
$1,671
|
$526
|
$0
|
$1,882
|
$903
|
$0
|
$836
|
$863
|
$1,401
|
VP
- Sit Dividend Growth Fund
|
$2,100
|
$2,143
|
$2,041
|
$2,082
|
$2,041
|
$2,163
|
$2,100
|
$3,174
|
$2,202
|
$2,080
|
$2,041
|
$2,100
|
$2,143
|
Amount
Deferred
|
$0
|
$750
|
$816
|
$0
|
$2,041
|
$643
|
$0
|
$2,285
|
$1,101
|
$0
|
$1,021
|
$1,050
|
$1,714
|
Statement
of Additional Information – [May 1, 2015]
|
150
|
Fund
|
Aggregate
Compensation from Fund
Independent Trustees
|
Blatz
|
Boudreau
|
Carlton
|
Carmichael
|
Flynn
|
Hawkins
|
Hilliard
|
Lewis
(a)
|
Paglia
|
Richie
|
Santomero
|
Shaw
|
Taunton-
Rigby
|
VP
- Seligman Global Technology Fund
|
$831
|
$852
|
$808
|
$828
|
$808
|
$860
|
$831
|
$1,260
|
$874
|
$823
|
$808
|
$831
|
$852
|
Amount
Deferred
|
$0
|
$298
|
$323
|
$0
|
$808
|
$256
|
$0
|
$907
|
$437
|
$0
|
$404
|
$415
|
$681
|
VP
- Limited Duration Credit Fund
|
$4,118
|
$4,177
|
$3,991
|
$4,042
|
$3,991
|
$4,220
|
$4,119
|
$6,217
|
$4,305
|
$4,076
|
$3,991
|
$4,119
|
$4,177
|
Amount
Deferred
|
$0
|
$1,462
|
$1,596
|
$0
|
$3,991
|
$1,253
|
$0
|
$4,476
|
$2,152
|
$0
|
$1,995
|
$2,059
|
$3,342
|
VP
- Emerging Markets Bond Fund
|
$1,199
|
$1,225
|
$1,164
|
$1,188
|
$1,164
|
$1,237
|
$1,200
|
$1,816
|
$1,260
|
$1,188
|
$1,164
|
$1,200
|
$1,086
|
Amount
Deferred
|
$0
|
$429
|
$466
|
$0
|
$1,164
|
$367
|
$0
|
$1,308
|
$630
|
$0
|
$582
|
$600
|
$869
|
VP
- Commodity Strategy Fund
|
$483
|
$526
|
$483
|
$526
|
$483
|
$526
|
$483
|
$718
|
$526
|
$483
|
$483
|
$483
|
$526
|
Amount
Deferred
|
$0
|
$184
|
$193
|
$0
|
$483
|
$158
|
$0
|
$517
|
$263
|
$0
|
$242
|
$242
|
$421
|
VP
- Partners Small Cap Growth Fund
|
$1,385
|
$1,413
|
$1,345
|
$1,371
|
$1,345
|
$1,426
|
$1,386
|
$2,096
|
$1,453
|
$1,372
|
$1,345
|
$1,386
|
$1,412
|
Amount
Deferred
|
$0
|
$494
|
$538
|
$0
|
$1,345
|
$424
|
$0
|
$1,509
|
$726
|
$0
|
$672
|
$693
|
$1,130
|
VP
- Large Core Quantitative Fund
|
$2,474
|
$2,526
|
$2,405
|
$2,455
|
$2,405
|
$2,549
|
$2,474
|
$3,740
|
$2,595
|
$2,451
|
$2,405
|
$2,474
|
$2,526
|
Amount
Deferred
|
$0
|
$884
|
$962
|
$0
|
$2,405
|
$758
|
$0
|
$2,693
|
$1,297
|
$0
|
$1,203
|
$1,237
|
$2,021
|
VP
- Balanced Fund
|
$1,789
|
$1,821
|
$1,735
|
$1,765
|
$1,735
|
$1,839
|
$1,789
|
$2,705
|
$1,874
|
$1,771
|
$1,736
|
$1,789
|
$1,820
|
Amount
Deferred
|
$0
|
$637
|
$694
|
$0
|
$1,735
|
$546
|
$0
|
$1,947
|
$937
|
$0
|
$868
|
$895
|
$1,456
|
VP
- Global Bond Fund
|
$2,383
|
$2,410
|
$2,302
|
$2,323
|
$2,302
|
$2,437
|
$2,384
|
$3,607
|
$2,490
|
$2,356
|
$2,303
|
$2,384
|
$2,409
|
Amount
Deferred
|
$0
|
$843
|
$921
|
$0
|
$2,302
|
$723
|
$0
|
$2,597
|
$1,245
|
$0
|
$1,151
|
$1,192
|
$1,927
|
VP
- Select Smaller-Cap Value Fund
|
$910
|
$933
|
$885
|
$907
|
$885
|
$941
|
$910
|
$1,379
|
$957
|
$902
|
$885
|
$910
|
$932
|
Amount
Deferred
|
$0
|
$327
|
$354
|
$0
|
$885
|
$280
|
$0
|
$993
|
$479
|
$0
|
$443
|
$455
|
$746
|
VP
- Partners Small Cap Value Fund
|
$2,748
|
$2,789
|
$2,663
|
$2,700
|
$2,663
|
$2,817
|
$2,749
|
$4,154
|
$2,874
|
$2,720
|
$2,663
|
$2,749
|
$2,788
|
Amount
Deferred
|
$0
|
$976
|
$1,065
|
$0
|
$2,663
|
$837
|
$0
|
$2,991
|
$1,437
|
$0
|
$1,332
|
$1,374
|
$2,231
|
VP
- Victory Established Value Fund
|
$1,991
|
$2,027
|
$1,931
|
$1,965
|
$1,931
|
$2,047
|
$1,992
|
$3,012
|
$2,087
|
$1,971
|
$1,931
|
$1,992
|
$2,026
|
Amount
Deferred
|
$0
|
$709
|
$772
|
$0
|
$1,931
|
$608
|
$0
|
$2,169
|
$1,043
|
$0
|
$966
|
$996
|
$1,621
|
VP
- MV Moderate Growth Fund
|
$4,854
|
$4,972
|
$4,731
|
$4,859
|
$4,731
|
$5,013
|
$4,854
|
$7,327
|
$5,094
|
$4,813
|
$4,731
|
$4,854
|
$4,972
|
Amount
Deferred
|
$0
|
$1,740
|
$1,892
|
$0
|
$4,731
|
$1,492
|
$0
|
$5,275
|
$2,547
|
$0
|
$2,366
|
$2,427
|
$3,977
|
(a)
|
Mr. Lewis served as Trustee
until December 31, 2014.
|
Statement
of Additional Information – [May 1, 2015]
|
151
|
BROKERAGE ALLOCATION AND RELATED PRACTICES
General Brokerage Policy, Brokerage Transactions and Broker
Selection
Subject to policies established by
the Board, as well as the terms of the Investment Management Services Agreement and Sub-Advisory Agreement, as applicable, the Investment Manager (and/or the investment subadviser(s) who makes the day-to-day investment decisions for a Fund) is
responsible for decisions to buy and sell securities for a Fund, for the selection of broker-dealers, for the execution of a Fund’s securities transactions and for the allocation of brokerage commissions in connection with such transactions.
The Investment Manager effects security transactions for the Fund consistent with its duty to seek the best execution of client (including the Funds) orders under the circumstances of the particular transaction. Purchases and sales of securities on
a securities exchange are effected through brokers who charge negotiated commissions for their services. Orders may be directed to any broker to the extent and in the manner permitted by applicable law and by the policies and procedures of the
Investment Manager and/or any investment subadvisers.
In the over-the-counter market, securities generally
are traded on a “net” basis with dealers acting as principals for their own accounts without stated commissions, although the price of a security usually includes a profit to the dealer. In underwritten offerings, securities are bought
at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter’s “concession” or “discount.” On occasion, certain money market instruments may be bought directly
from an issuer, in which case no commissions or discounts are paid.
The Investment Manager effects security transactions
for the Funds consistent with its duty to seek the best execution of client (including the Funds) orders under the circumstances of the particular transaction. In seeking such execution, the Investment Manager will use its best judgment in
evaluating the terms of a transaction, and will give consideration to various relevant factors, including, without limitation, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed
and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer, the reputation, reliability, experience and financial condition of the broker-dealer, the value and quality
of the services rendered by the broker-dealer in this instance and other transactions and the reasonableness of the spread or commission, if any. Research services received from broker-dealers supplement the Investment Manager’s own research
and may include the following types of information: statistical and background information on industry groups and individual companies; forecasts and interpretations with respect to U.S. and foreign economies, securities, markets, specific industry
groups and individual companies; information on political developments; Fund management strategies; performance information on securities and information concerning prices of securities; and information supplied by specialized services to the
Investment Manager and to the Board with respect to the performance, investment activities and fees and expenses of other funds. Such information may be communicated electronically, orally or in written form.
Broker-dealers may, from time to time, arrange
meetings with management of companies and the provide access to consultants who supply research information. The outside research is useful to the Investment Manager since, in certain instances, the broker-dealers utilized by the Investment Manager
may follow a different universe of securities issuers and other matters than those that the Investment Manager’s staff follow. In addition, this research provides the Investment Manager with a different perspective on investment matters, even
if the securities research obtained relates to issuers followed by the Investment Manager.
Research services that are provided to the
Investment Manager by broker-dealers are available for the benefit of all accounts managed or advised by the Investment Manager. In some cases, the research services are available only from the broker-dealer providing such services. In other cases,
the research services may be obtainable from alternative sources. Broker-dealer research typically supplements rather than replaces the Investment Manager’s own research, tending to improve the quality of its investment advice. However, to the
extent that the Investment Manager would have bought any such research services had such services not been provided by broker-dealers, the expenses of such services to the Investment Manager could be considered to have been reduced accordingly.
Certain research services furnished by broker-dealers may be useful to the clients of the Investment Manager other than the Funds. Conversely, any research services received by the Investment Manager through the placement of transactions of other
clients may be of value to the Investment Manager in fulfilling its obligations to the Funds. The Investment Manager is of the opinion that this material is beneficial in supplementing its research and analysis; and, therefore, it may benefit the
Funds by improving the quality of the Investment Manager’s investment advice. The advisory fees paid by the Funds are not reduced because the Investment Manager receives such services.
Under Section 28(e) of the 1934 Act, the Investment
Manager shall not be “deemed to have acted unlawfully or to have breached its fiduciary duty” solely because under certain circumstances it has caused the account to pay a higher commission than the lowest available. To obtain the
benefit of Section 28(e), the Investment Manager must make a good faith determination that the commissions paid are “reasonable in relation to the value of the brokerage and research services provided by such member, broker, or dealer, viewed
in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion.” Accordingly, the price to a Fund in any transaction may be less favorable than
Statement
of Additional Information – [May 1, 2015]
|
152
|
that available from another broker-dealer if the difference is
reasonably justified by other aspects of the portfolio execution services offered. Some broker-dealers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting
concessions by the Investment Manager’s clients, including the Funds.
The Investment Manager does not consider sales of
shares of the Funds as a factor in the selection of broker-dealers through which to execute securities transactions on behalf of the Funds.
Commission rates are established pursuant to
negotiations with broker-dealers based on the quality and quantity of execution services provided by broker-dealers in light of generally prevailing rates. On exchanges on which commissions are negotiated, the cost of transactions may vary among
different broker-dealers. Transactions on foreign stock exchanges involve payment of brokerage commissions that generally are fixed. Transactions in both foreign and domestic over-the-counter markets generally are principal transactions with
dealers, and the costs of such transactions involve dealer spreads rather than brokerage commissions. With respect to over-the-counter transactions, the Investment Manager, where possible, will deal directly with dealers who make a market in the
securities involved, except in those circumstances in which better prices and execution are available elsewhere.
The Investment Manager or a subadviser, if
applicable, may use step-out transactions. A “step-out” is an arrangement in which the Investment Manager or subadviser executes a trade through one broker-dealer but instructs that broker-dealer to step-out all or a part of the trade to
another broker-dealer. The second broker-dealer will clear and settle, and receive commissions for, the stepped-out portion. The Investment Manager or subadviser may receive research products and services in connection with step-out
transactions.
Use of Fund commissions may
create potential conflicts of interest between the Investment Manager or subadviser and a Fund. However, the Investment Manager and each subadviser has policies and procedures in place intended to mitigate these conflicts and ensure that the use of
fund commissions falls within the “safe harbor” of Section 28(e) of the 1934 Act. Some products and services may be used for both investment decision-making and non-investment decision-making purposes (“mixed use” items). The
Investment Manager and each subadviser, to the extent it has mixed use items, has procedures in place to assure that fund commissions pay only for the investment decision-making portion of a mixed-use item.
Some broker-dealers with whom the Investment
Manager’s Fixed Income Department executes trades provide the Fixed Income Department with proprietary research products and services, though the Fixed Income Department does not put in place any client commission arrangements with such
broker-dealers. However, such research may be considered by the Fixed Income Department when determining which broker-dealers to include on its approved broker-dealer list. It is the Investment Manager’s policy not to execute a fixed income
trade with a broker-dealer at a lower bid/higher offer than that provided by another broker-dealer in consideration of the value of research products and services received by the Fixed Income Department.
In certain instances, there may be securities that
are suitable for a Fund as well as for one or more of the other clients of the Investment Manager. Investment decisions for the Funds and for the Investment Manager’s other clients are made with the goal of achieving their respective
investment objectives. A particular security may be bought or sold for only one client even though it may be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other
clients are selling that same security. Some simultaneous transactions are inevitable when a number of accounts receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives
of more than one client. When two or more clients are engaged simultaneously in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. In some cases, this policy could have
a detrimental effect on the price or volume of the security in a particular transaction that may affect the Funds.
The Investment Manager operates several separate
trading desks in different geographic locations in the United States. The trading desks support different portfolio management teams managing a variety of accounts and products. Nevertheless, the equity desks are functionally and operationally
integrated so as to operate as one virtual desk. The fixed income desks, however, function and operate separately but can provide support to each other to assure the continuation of services if necessary. By operating the fixed income trading desks
in this manner, the Funds may forego certain opportunities including the aggregation of trades across accounts that trade on different trading desks, which could result in one trading desk competing with another in the market for similar trades. In
addition, it is possible that the separate fixed income trading desks may be on opposite sides of a trade at the same time. While the trading desks operate in several locations, the desks do have linkages in oversight and reporting lines and are
generally conducted under similar policies and procedures. In addition, certain fixed income portfolio managers currently have the authority to execute trades themselves.
As the Investment Manager seeks to enhance its
investment capabilities and services to its clients, including the Funds, the Investment Manager may engage certain of its non-U.S. investment advisory affiliates (“Advisory Affiliates”) around the world to provide a variety of services.
For example, the Investment Manager may engage Advisory Affiliates and their personnel to provide (jointly or in coordination with the Investment Manager) services relating to client relations, investment monitoring, account administration, trading
and discretionary investment management (including portfolio management and risk
Statement
of Additional Information – [May 1, 2015]
|
153
|
management) to certain accounts the Investment Manager manages,
including the Funds, other pooled vehicles and separately managed accounts. In some circumstances, an Advisory Affiliate may delegate responsibility for providing those services to another Advisory Affiliate. In addition, the Investment Manager may
provide certain similar services to its Advisory Affiliates for accounts they manage.
The Investment Manager believes that harnessing the
collective expertise of the firm and its Advisory Affiliates will benefit its clients. In this regard, the Investment Manager has certain portfolio management and client servicing teams at both the firm and at Advisory Affiliates (through
subadvisory or other intercompany arrangements) operating jointly to provide a better client experience. These joint teams use expanded and shared capabilities that the Investment Manager and its Advisory Affiliates provide, including the sharing of
research and other information by investment personnel (
e.g.
, portfolio managers and analysts) across the firm and at its Advisory Affiliates relating to economic perspectives, market analysis and equity and
fixed income securities analysis.
Advisory
Affiliates may provide certain advisory and trading-related services to certain of the Investment Manager’s accounts, including the Funds. The Investment Manager may also provide similar services to certain accounts of Advisory Affiliates. The
Investment Manager believes that local trading in certain local markets will benefit its clients, including the Funds. However, such services may result in potential conflicts of interest to such accounts.
The Investment Manager has portfolio management
teams in its multiple geographic locations that may share research information regarding leveraged loans. The Investment Manager operates separate and independent trading desks in these locations for the purpose of purchasing and selling leveraged
loans. As a result, the Investment Manager does not aggregate orders in leveraged loans across portfolio management teams. For example, funds and other client accounts being managed by these portfolio management teams may purchase and sell the same
leveraged loan in the secondary market on the same day at different times and at different prices. There is also the potential for a particular account or group of accounts, including a Fund, to forego an opportunity or to receive a different
allocation (either larger or smaller) than might otherwise be obtained if the Investment Manager were to aggregate trades in leveraged loans across the portfolio management teams. Although the Investment Manager does not aggregate orders in
leveraged loans across its portfolio management teams in the multiple geographic locations, it operates in this structure subject to its duty to seek best execution.
The Funds may participate, if and when practicable,
in bidding for the purchase of portfolio securities directly from an issuer in order to take advantage of the lower purchase price available to members of a bidding group. A Fund will engage in this practice, however, only when the Investment
Manager, in its sole discretion, believes such practice to be otherwise in such Fund’s interests.
The Funds will not execute portfolio transactions
through, or buy or sell portfolio securities from or to, the Distributor, the Investment Manager, the Administrator or their affiliates acting as principal (including repurchase and reverse repurchase agreements), except to the extent permitted by
applicable law, regulation or order. However, the Investment Manager is authorized to allocate buy and sell orders for portfolio securities to certain broker-dealers and financial institutions, including, in the case of agency transactions,
broker-dealers and financial institutions that are affiliated with Ameriprise Financial. To the extent that a Fund executes any securities trades with an affiliate of Ameriprise Financial, such Fund does so in conformity with Rule 17e-1 under the
1940 Act and the procedures that such Fund has adopted pursuant to the rule. In this regard, for each transaction, the Board will determine that the transaction is effected in accordance with the Funds’ Rule 17e-1 procedures, which require:
(i) the transaction resulted in prices for and execution of securities transactions at least as favorable to the particular Fund as those likely to be derived from a non-affiliated qualified broker-dealer; (ii) the affiliated broker-dealer charged
the Fund commission rates consistent with those charged by the affiliated broker-dealer in similar transactions to clients comparable to the Fund and that are not affiliated with the broker-dealer in question; and (iii) the fees, commissions or
other remuneration paid by the Fund did not exceed 2% of the sales price of the securities if the sale was effected in connection with a secondary distribution, or 1% of the purchase or sale price of such securities if effected in other than a
secondary distribution.
Certain affiliates of
Ameriprise Financial may have deposit, loan or commercial banking relationships with the corporate users of facilities financed by industrial development revenue bonds or private activity bonds bought by certain of the Funds. Ameriprise Financial or
certain of its affiliates may serve as trustee, custodian, tender agent, guarantor, placement agent, underwriter, or in some other capacity, with respect to certain issues of securities. Under certain circumstances, a Fund may buy securities from a
member of an underwriting syndicate in which an affiliate of Ameriprise Financial is a member. The Funds have adopted procedures pursuant to Rule 10f-3 under the 1940 Act, and intend to comply with the requirements of Rule 10f-3, in connection with
any purchases of securities that may be subject to Rule 10f-3.
Given the breadth of the Investment Manager’s
investment management activities, investment decisions for the Funds are not always made independently from those other investment companies and accounts advised or managed by the Investment Manager. To the extent permitted by law, when a purchase
or sale of the same security is made at substantially the same time on behalf of one or more of the Funds and another investment portfolio, investment company or account, the Investment Manager may aggregate the securities to be sold or bought for
the Funds with those to be sold or bought for other investment portfolios,
Statement
of Additional Information – [May 1, 2015]
|
154
|
investment companies or accounts in executing transactions, and
such transactions will be averaged as to price and available investments allocated as to amount in a manner which the Investment Manager believes to be equitable to the Funds and such other investment portfolio, investment company or account. In
some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or sold by the Fund. Further, in some cases, the Funds will implement their portfolio changes before similar
changes are made for ETFs or other accounts advised or managed by the Investment Manager.
See
Investment
Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest
for more information about these and other conflicts of interest.
Brokerage Commissions
The following charts reflect the amounts of
brokerage commissions paid by the Funds for the three most recently completed fiscal years. In certain instances, the Funds may pay brokerage commissions to broker-dealers that are affiliates of Ameriprise Financial. As indicated above, all such
transactions involving the payment of brokerage commissions to affiliates are done in compliance with Rule 17e-1 under the 1940 Act.
Aggregate Brokerage Commissions Paid by the
Funds
The following chart reflects the aggregate amount of
brokerage commissions paid by the Funds for the three most recently completed fiscal years. Differences, year to year, in the amount of brokerage commissions paid by a Fund were primarily the result of increased market volatility as well as
shareholder purchase and redemption activity in the Fund.
Total Brokerage Commissions
|
Total
Brokerage Commissions
|
Fund
|
2013
|
2012
|
2011
|
For
Funds with fiscal period ending December 31
|
VP
– Aggressive Portfolio
|
$0
|
$0
|
$0
|
VP
– American Century Diversified Bond Fund
|
21,431
|
276
|
0
|
VP
– Balanced Fund
|
357,164
|
410,608
|
664,792
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
200,886
|
61,023
|
62,074
|
VP
– Cash Management Fund
|
0
|
0
|
0
|
VP
– Columbia Wanger International Equities Fund
|
916,080
|
578,358
|
551,674
|
VP
– Commodity Strategy Fund
|
0
(a)
|
N/A
(a)
|
N/A
(a)
|
VP
– Conservative Portfolio
|
0
|
0
|
0
|
VP
– Core Equity Fund
|
107,585
|
9,954
|
24,088
|
VP
– DFA International Value Fund
|
476,972
|
299,856
|
2,472,812
|
VP
– Diversified Bond Fund
|
61,455
|
128,252
|
134,331
|
VP
– Dividend Opportunity Fund
|
2,978,428
|
2,701,264
|
1,502,019
|
VP
– Eaton Vance Floating-Rate Income Fund
|
0
|
0
|
0
|
VP
– Emerging Markets Bond Fund
|
0
|
0
(b)
|
N/A
|
VP
– Emerging Markets Fund
|
3,591,865
|
4,609,042
|
3,665,627
|
VP
– Global Bond Fund
|
98,308
|
89,372
|
80,035
|
VP
– High Yield Bond Fund
|
1,723
|
590
|
0
|
VP
– Holland Large Cap Growth Fund
|
797,630
|
1,647,425
|
1,441,486
|
VP
– Income Opportunities Fund
|
4,311
|
0
|
0
|
VP
– International Opportunities Fund
|
342,064
|
269,913
|
431,546
|
VP
– Invesco International Growth Fund
|
1,740,195
|
1,417,619
|
1,603,074
|
VP
– J.P. Morgan Core Bond Fund
|
0
|
0
|
0
|
VP
– Jennison Mid Cap Growth Fund
|
628,648
|
673,413
|
704,997
|
VP
– Large Cap Growth Fund
|
1,013,011
|
315,682
|
389,658
|
VP
– Large Core Quantitative Fund
|
902,693
|
252,900
|
200,789
|
Statement
of Additional Information – [May 1, 2015]
|
155
|
|
Total
Brokerage Commissions
|
Fund
|
2013
|
2012
|
2011
|
VP
– Limited Duration Credit Fund
|
$71,055
|
$105,536
|
$116,114
|
VP
– Loomis Sayles Growth Fund
|
746,013
|
893,672
|
1,124,950
|
VP
– Marsico 21st Century Fund
|
116,514
|
168,437
|
448,932
|
VP
– Marsico Focused Equities Fund
|
54,857
|
58,154
|
113,902
|
VP
– Marsico Growth Fund
|
292,890
|
328,698
|
339,024
|
VP
– MFS Value Fund
|
374,146
|
432,122
|
423,186
|
VP
– Mid Cap Growth Opportunity Fund
|
718,652
|
706,739
|
1,099,423
|
VP
– Mid Cap Value Opportunity Fund
|
1,103,028
|
928,328
|
695,827
|
VP
– Moderate Portfolio
|
0
|
0
|
0
|
VP
– Moderately Aggressive Portfolio
|
0
|
0
|
0
|
VP
– Moderately Conservative Portfolio
|
0
|
0
|
0
|
VP
– Morgan Stanley Global Real Estate Fund
|
415,840
|
420,000
|
296,794
|
VP
– MV Moderate Growth Fund
|
400,521
|
153,587
(c)
|
N/A
|
VP
– NFJ Dividend Value Fund
|
782,548
|
1,163,079
|
908,741
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
1,238,530
|
1,160,512
|
1,063,766
|
VP
– Partners Small Cap Growth Fund
|
732,055
|
959,931
|
961,677
|
VP
– Partners Small Cap Value Fund
|
2,308,780
|
1,654,607
|
1,712,803
|
VP
– Pyramis International Equity Fund
|
2,228,245
|
1,745,815
|
1,698,582
|
VP
– S&P 500 Index Fund
|
630
|
3,243
|
5,225
|
VP
– Select International Equity Fund
|
912,793
|
700,853
|
918,156
|
VP
– Select Large-Cap Value Fund
|
207,844
|
568,572
|
21,304
|
VP
– Select Smaller-Cap Value Fund
|
75,487
|
40,857
|
79,545
|
VP
– Seligman Global Technology Fund
|
179,825
|
182,409
|
179,470
|
VP
– Sit Dividend Growth Fund
|
498,094
|
748,554
|
366,732
|
VP
– TCW Core Plus Bond Fund
|
0
|
0
|
82
|
VP
– U.S. Equities Fund
|
458,888
|
426,589
|
275,930
|
VP
– U.S. Government Mortgage Fund
|
0
|
22,750
|
18,375
|
VP
– Victory Established Value Fund
|
914,783
|
1,403,276
|
1,383,150
|
VP
– Wells Fargo Short Duration Government Fund
|
93
|
0
|
0
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
(b)
|
For the period from April 30,
2012 (commencement of operations) to December 31, 2012.
|
(c)
|
For the period from April 19,
2012 (commencement of operations) to December 31, 2012.
|
Brokerage Commissions Paid to Brokers Affiliated with
the Investment Manager
Affiliates of the Investment Manager
may engage in brokerage and other securities transactions on behalf of a Fund according to procedures adopted by the Board and to the extent consistent with applicable provisions of the federal securities laws. Subject to approval by the Board, the
same conditions apply to transactions with broker-dealer affiliates of any Fund subadviser. The Investment Manager will use an affiliate only
if
(i) the Investment Manager determines that the Fund will receive
prices and executions at least as favorable as those offered by qualified independent brokers performing similar brokerage and other services for the Fund and (ii) the affiliate charges the Fund commission rates consistent with those the affiliate
charges comparable unaffiliated customers in similar transactions and if such use is consistent with terms of the Investment Management Services Agreement.
No brokerage commissions were paid by the Funds in
the last three fiscal periods to brokers affiliated with the Funds’ Investment Manager or any subadvisers, unless otherwise shown in the following table.
Statement
of Additional Information – [May 1, 2015]
|
156
|
|
Broker
|
Nature
of
Affiliation
|
Aggregate
dollar
amount of
commissions
paid to
broker
|
Percent
of
aggregate
brokerage
commissions
|
Percent
of
aggregate
dollar
amount of
transactions
involving
payment of
commissions
|
Aggregate
dollar
amount of
commissions
paid to
broker
|
Aggregate
dollar
amount of
commissions
paid to
broker
|
Fund
|
2013
|
2012
|
2011
|
For
Funds with fiscal period ending December 31
|
VP
– International Opportunities Fund
|
MLPFS
|
(1)
|
$17,575
|
5.14%
|
0.08%
|
$11,505
|
$15,108
|
VP
– Large Cap Growth Fund
|
Merrill
Lynch Pierce Fenner Smith
|
(1)
|
$658
|
0.06%
|
0.05%
|
$0
|
$0
|
VP
– Marsico 21st Century Fund
|
MLPFS
|
(1)
|
$2,942
|
2.52%
|
0.04%
|
$3,002
|
$5,619
|
VP
– Marsico Focused Equities Fund
|
MLPFS
|
(1)
|
$1,171
|
2.14%
|
0.04%
|
$906
|
$2,690
|
VP
– Marsico Growth Fund
|
MLPFS
|
(1)
|
$6,150
|
2.10%
|
0.04%
|
$5,204
|
$9,360
|
VP
– Seligman Global Technology Fund
|
MLPFS
|
(1)
|
$0
|
N/A
|
N/A
|
$0
|
$353
|
(1)
|
Prior to May 1, 2010,
MLPF&S (as of January 1, 2009) and other broker-dealers affiliated with BANA were affiliated broker-dealers of the Fund by virtue of being under common control with the Previous Adviser. The affiliation created by this relationship ended on May
1, 2010, when the investment advisory agreement with the Previous Adviser was terminated and the Fund entered into a new investment management services agreement with the Investment Manager. However, BANA, on behalf of its fiduciary accounts,
continues to have investments in certain of the Columbia Funds. The amounts shown include any brokerage commissions paid to MLPF&S after May 1, 2010.
|
Directed Brokerage
The Funds or the Investment Manager, through an
agreement or understanding with a broker-dealer, or otherwise through an internal allocation procedure, may direct, subject to applicable legal requirements, the Funds’ brokerage transactions to a broker-dealer because of the research services
it provides the Funds or the Investment Manager.
Reported numbers include third party soft dollar
commissions and portfolio manager directed commissions directed for research. The Investment Manager also receives proprietary research from brokers, but these amounts have not been included in the table.
During each Fund’s most recent applicable
fiscal year (or period), the Funds directed certain brokerage transactions and paid related commissions in the amounts as follows:
Brokerage Directed for Research
|
Brokerage
directed for research
|
Fund
|
Amount
of Transactions
|
Amount
of Commissions Imputed or Paid
|
For
Funds with fiscal period ending December 31
|
VP
– Aggressive Portfolio
|
$0
|
$0
|
VP
– American Century Diversified Bond Fund
|
0
|
0
|
VP
– Balanced Fund
|
655,020,344
|
307,992
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
0
|
0
|
VP
– Cash Management Fund
|
0
|
0
|
VP
– Columbia Wanger International Equities Fund
|
24,698,493
|
15,765
|
VP
– Commodity Strategy Fund
(a)
|
0
|
0
|
VP
– Conservative Portfolio
|
0
|
0
|
VP
– Core Equity Fund
|
107,204,339
|
57,216
|
VP
– DFA International Value Fund
|
860,612,058
|
94,426
|
VP
– Diversified Bond Fund
|
0
|
0
|
Statement
of Additional Information – [May 1, 2015]
|
157
|
|
Brokerage
directed for research
|
Fund
|
Amount
of Transactions
|
Amount
of Commissions Imputed or Paid
|
VP
– Dividend Opportunity Fund
|
$1,242,183,963
|
$1,002,443
|
VP
– Eaton Vance Floating-Rate Income Fund
|
0
|
0
|
VP
– Emerging Markets Bond Fund
|
0
|
0
|
VP
– Emerging Markets Fund
|
80,721,605
|
102,248
|
VP
– Global Bond Fund
|
0
|
0
|
VP
– High Yield Bond Fund
|
0
|
0
|
VP
– Holland Large Cap Growth Fund
|
1,702,580,834
|
218,480
|
VP
– Income Opportunities Fund
|
0
|
0
|
VP
– International Opportunities Fund
|
222,500,081
|
149,253
|
VP
– Invesco International Growth Fund
|
0
|
0
|
VP
– J.P. Morgan Core Bond Fund
|
0
|
0
|
VP
– Jennison Mid Cap Growth Fund
|
158,866,238
|
113,958
|
VP
– Large Cap Growth Fund
|
993,463,375
|
512,566
|
VP
– Large Core Quantitative Fund
|
913,030,668
|
484,472
|
VP
– Limited Duration Credit Fund
|
0
|
0
|
VP
– Loomis Sayles Growth Fund
|
0
|
0
|
VP
– Marsico 21st Century Fund
|
178,036,029
|
45,787
|
VP
– Marsico Focused Equities Fund
|
71,548,427
|
16,423
|
VP
– Marsico Growth Fund
|
350,292,778
|
84,809
|
VP
– MFS Value Fund
|
732,571,597
|
360,317
|
VP
– Mid Cap Growth Opportunity Fund
|
168,934,322
|
89,012
|
VP
– Mid Cap Value Opportunity Fund
|
346,286,603
|
321,856
|
VP
– Moderate Portfolio
|
0
|
0
|
VP
– Moderately Aggressive Portfolio
|
0
|
0
|
VP
– Moderately Conservative Portfolio
|
0
|
0
|
VP
– Morgan Stanley Global Real Estate Fund
|
330,036,261
|
234,164
|
VP
– MV Moderate Growth Fund
|
552,221,563
|
147,528
|
VP
– NFJ Dividend Value Fund
|
1,338,844,895
|
141,472
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
148,829,223
|
96,018
|
VP
– Partners Small Cap Growth Fund
|
139,704,044
|
21,529
|
VP
– Partners Small Cap Value Fund
|
513,025,947
|
579,511
|
VP
– Pyramis International Equity Fund
|
1,622,884,426
|
2,021,780
|
VP
– S&P 500 Index Fund
|
0
|
0
|
VP
– Select International Equity Fund
|
579,100,816
|
739,525
|
VP
– Select Large-Cap Value Fund
|
46,928,612
|
43,875
|
VP
– Select Smaller-Cap Value Fund
|
834,687
|
1,922
|
VP
– Seligman Global Technology Fund
|
9,812,350
|
11,843
|
VP
– Sit Dividend Growth Fund
|
187,717,301
|
114,504
|
VP
– TCW Core Plus Bond Fund
|
0
|
0
|
VP
– U.S. Equities Fund
|
148,251,123
|
93,019
|
VP
– U.S. Government Mortgage Fund
|
0
|
0
|
VP
– Victory Established Value Fund
|
786,672,217
|
587,007
|
Statement
of Additional Information – [May 1, 2015]
|
158
|
|
Brokerage
directed for research
|
Fund
|
Amount
of Transactions
|
Amount
of Commissions Imputed or Paid
|
VP
– Wells Fargo Short Duration Government Fund
|
$0
|
$0
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
Securities of Regular Broker-Dealers
In certain cases, the Funds, as part of their
principal investment strategies, or otherwise as a permissible investment, will invest in the common stock or debt obligations of the regular broker-dealers that the Investment Manager uses to transact brokerage for the Funds.
As of each Fund’s most recent applicable
fiscal year (or period) end, the Funds owned securities of their “regular brokers or dealers” or their parents, as defined in Rule 10b-1 under the 1940 Act, as shown in the table below:
Investments in Securities of Regular Brokers or Dealers
Fund
|
Issuer
|
Value
of securities owned
at end of fiscal period
|
For
Funds with fiscal period ending December 31, 2013
|
VP
– Aggressive Portfolio
|
None
|
N/A
|
VP
– American Century Diversified Bond Fund
|
Bear
Stearns Adjustable Rate Mortgage Trust
|
$1,603,835
|
Bear
Stearns Commercial Mortgage Securities
|
$155,846
|
Chase
Corp.
|
$738,868
|
Citigroup,
Inc.
|
$24,462,578
|
Citigroup/Deutsche
Bank Commercial Mortgage Trust
|
$3,962,091
|
Citigroup
Mortgage Loan Trust, Inc.
|
$3,900,719
|
Credit
Suisse Group
|
$3,105,999
|
Credit
Suisse First Boston Mortgage Securities Corp.
|
$2,123,627
|
GS
Mortgage Securities
|
$4,489,591
|
GS
Mortgage Securities Corp. II
|
$24,556,620
|
Goldman
Sachs Group, Inc. (The)
|
$26,357,416
|
Jefferies
& Co., Inc.
|
$1,405,625
|
JPMorgan
Chase & Co.
|
$17,589,607
|
JPMorgan
Chase Bank
|
$4,735,810
|
JPMorgan
Chase Commercial Mortgage Securities
|
$4,939,128
|
JPMorgan
Mortgage Trust
|
$11,939,105
|
LB-UBS
Commercial Mortgage Trust
|
$24,901,867
|
Morgan
Stanley
|
$21,365,037
|
Morgan
Stanley Capital I
|
$24,055,005
|
PNC
Bank NA
|
$4,772,692
|
PNC
Funding Corp.
|
$682,720
|
Statement
of Additional Information – [May 1, 2015]
|
159
|
Fund
|
Issuer
|
Value
of securities owned
at end of fiscal period
|
VP
– Balanced Fund
|
The
Bear Stearns Companies LLC
|
$1,796,056
|
Citigroup,
Inc.
|
$22,824,320
|
Citigroup
Commercial Mortgage Trust
|
$845,578
|
E*TRADE
Financial Corp.
|
$25,770
|
Goldman
Sachs Group
|
$1,352,956
|
JPMorgan
Chase & Co.
|
$19,144,598
|
JPMorgan
Chase Commercial Mortgage Securities
|
$3,829,708
|
LB-UBS
Commercial Mortgage Trust
|
$717,448
|
Merrill
Lynch & Co., Inc.
|
$638,479
|
Morgan
Stanley
|
$3,237,102
|
Morgan
Stanley Capital I
|
$497,707
|
Morgan
Stanley Re-Remic Trust
|
$1,447,667
|
Nuveen
Investments, Inc.
|
$81,610
|
PNC
Financial Services Group, Inc.
|
$994,196
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
None
|
N/A
|
VP
– Cash Management Fund
|
None
|
N/A
|
VP
– Columbia Wanger International Equities Fund
|
None
|
N/A
|
VP
– Commodity Strategy Fund
(a)
|
None
|
N/A
|
VP
– Conservative Portfolio
|
None
|
N/A
|
VP
– Core Equity Fund
|
Citigroup,
Inc.
|
$2,589,867
|
Goldman
Sachs Group, Inc. (The)
|
$3,438,844
|
JPMorgan
Chase & Co.
|
$6,029,288
|
VP
– DFA International Value Fund
|
Credit
Suisse Group AG
|
$15,655,974
|
VP
– Diversified Bond Fund
|
Citigroup,
Inc.
|
$20,926,477
|
Citigroup
Commercial Mortgage Trust
|
$4,838,891
|
Citigroup/Deutsche
Bank Commercial Mortgage Trust
|
$15,158,730
|
Citigroup
Mortgage Loan Trust, Inc.
|
$14,040,923
|
Citigroup
Capital XIII
|
$29,022,613
|
Credit
Suisse Mortgage Capital Certificates
|
$14,304,789
|
Credit
Suisse Commercial Mortgage Trust
|
$4,804,881
|
E*TRADE
Financial Corp.
|
$364,001
|
GS
Mortgage Securities Corp. II
|
$6,959,555
|
GS
Mortgage Securities Trust
|
$3,530,753
|
Jefferies
& Co., Inc.
|
$752,216
|
JPMorgan
Chase & Co.
|
$13,387,156
|
JPMorgan
Chase Commercial Mortgage Securities Trust
|
$3,560,586
|
JPMorgan
Mortgage Aquistion Corp
|
$5,739
|
JPMorgan
Chase Capital XXI
|
$14,249,440
|
JPMorgan
Chase Capital XXIII
|
$6,436,800
|
LB-UBS
Commercial Mortgage Trust
|
$34,736,600
|
Merrill
Lynch & Co., Inc.
|
$4,546,305
|
Morgan
Stanley Capital I, Inc.
|
$13,937,577
|
Morgan
Stanley Re-Remic Trust
|
$37,493,508
|
Nuveen
Investments, Inc.
|
$762,209
|
PNC
Financial Services Group, Inc. (The)
|
$27,946,888
|
VP
– Dividend Opportunity Fund
|
Goldman
Sachs Group
|
$97,917,374
|
JPMorgan
Chase & Co.
|
$114,206,586
|
VP
– Eaton Vance Floating-Rate Income Fund
|
Nuveen
Investments, Inc.
|
$7,787,518
|
Statement
of Additional Information – [May 1, 2015]
|
160
|
Fund
|
Issuer
|
Value
of securities owned
at end of fiscal period
|
VP
– Emerging Markets Bond Fund
|
Morgan
Stanley
|
$805,346
|
VP
– Emerging Markets Fund
|
None
|
N/A
|
VP
– Global Bond Fund
|
Citigroup,
Inc.
|
$3,006,082
|
Citigroup/Deutsche
Bank Commercial Mortgage Trust
|
$1,428,237
|
E*TRADE
Financial Corp.
|
$208,308
|
Goldman
Sachs Group, Inc. (The)
|
$1,831,494
|
JPMorgan
Chase Commercial Mortgage Securities Trust
|
$1,694,736
|
JPMorgan
Chase Commercial Mortgage Securities Corp.
|
$2,137,749
|
Morgan
Stanley
|
$3,866,108
|
Morgan
Stanley Re-Remic Trust
|
$2,907,353
|
VP
– High Yield Bond Fund
|
E*TRADE
Financial Corp.
|
$1,673,976
|
Nuveen
Investments, Inc.
|
$4,465,223
|
VP
– Holland Large Cap Growth Fund
|
TD
Ameritrade Holding Corp.
|
$15,762,748
|
VP
– Income Opportunities Fund
|
E*TRADE
Financial Corp.
|
$3,563,776
|
VP
– International Opportunities Fund
|
None
|
N/A
|
VP
– Invesco International Growth Fund
|
None
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
161
|
Fund
|
Issuer
|
Value
of securities owned
at end of fiscal period
|
VP
– J.P. Morgan Core Bond Fund
|
Bear
Stearns Adjustable Rate Mortgage Trust
|
$170,456
|
Bear
Stearns Alt-A Trust
|
$1,707,428
|
Bear
Stearns Asset-Backed Securities Trust
|
$723,352
|
Bear
Stearns Commercial Mortgage Securities
|
$1,099,511
|
Citigroup,
Inc.
|
$14,880,150
|
Citigroup
Commercial Mortgage Trust
|
$3,065,080
|
Citigroup/Deutsche
Bank Commercial Mortgage Trust
|
$2,991,273
|
Citigroup
Mortgage Loan Trust, Inc.
|
$16,235,277
|
Credit
Suisse Mortgage Capital Certificates
|
$15,880,822
|
Credit
Suisse First Boston Mortgage Securities Corp.
|
$6,009,708
|
GS
Mortgage Securities Corp. II
|
$4,163,573
|
Goldman
Sachs Group, Inc. (The)
|
$13,835,640
|
Jefferies
Group, Inc. (subsidiary)
|
$2,666,542
|
JPMorgan
Chase Commercial Mortgage Securities
|
$5,041,366
|
JPMorgan
Mortgage Trust
|
$2,547,145
|
JPMorgan
Resecuritation Trust
|
$809,416
|
LB-UBS
Commercial Mortgage Trust
|
$1,794,203
|
Merrill
Lynch Mortgage Investors, Inc.
|
$1,055,940
|
Merrill
Lynch/Countrywide Commercial Mortgage Trust
|
$903,499
|
Merrill
Lynch & Co., Inc.
|
$7,708,399
|
Merrill
Lynch Mortgage Investors Trust
|
$1,413,310
|
Merrill
Lynch Mortgage Trust
|
$1,071,690
|
Banc
of America Merrill Lynch Commercial Mortgage, Inc.
|
$3,682,269
|
Morgan
Stanley
|
$11,908,906
|
Morgan
Stanley Capital I
|
$3,095,641
|
Morgan
Stanley Mortgage Loan Trust
|
$811,040
|
Morgan
Stanley Re-Remic Trust
|
$10,530,749
|
Morgan
Stanley Bank of America Merrill Lynch Trust
|
$1,361,482
|
PNC
Bank NA
|
$1,182,346
|
PNC
Funding Corp.
|
$2,035,440
|
The
Charles Schwab Corp.
|
$312,802
|
VP
– Jennison Mid Cap Growth Fund
|
Eaton
Vance Corp.
|
$9,547,690
|
VP
– Large Cap Growth Fund
|
Citigroup,
Inc.
|
$17,697,129
|
VP
– Large Core Quantitative Fund
|
Citigroup,
Inc.
|
$24,543,810
|
Goldman
Sachs Group, Inc. (The)
|
$31,835,896
|
JPMorgan
Chase & Co.
|
$55,778,224
|
VP
– Limited Duration Credit Fund
|
None
|
N/A
|
VP
– Loomis Sayles Growth Fund
|
Franklin
Resources, Inc.
|
$12,379,679
|
VP
– Marsico 21st Century Fund
|
Citigroup,
Inc.
|
$4,033,627
|
Morgan
Stanley
|
$1,977,468
|
VP
– Marsico Focused Equities Fund
|
Citigroup,
Inc.
|
$824,332
|
VP
– Marsico Growth Fund
|
Citigroup,
Inc.
|
$11,979,724
|
VP
– MFS Value Fund
|
Franklin
Resources, Inc.
|
$21,754,223
|
Goldman
Sachs Group, Inc. (The)
|
$48,969,848
|
JPMorgan
Chase & Co.
|
$94,416,135
|
PNC
Financial Services Group, Inc.
|
$15,531,749
|
VP
– Mid Cap Growth Opportunity Fund
|
Affiliated
Managers Group, Inc.
|
$11,795,453
|
Statement
of Additional Information – [May 1, 2015]
|
162
|
Fund
|
Issuer
|
Value
of securities owned
at end of fiscal period
|
VP
– Mid Cap Value Opportunity Fund
|
Raymond
James & Associates
|
$12,462,972
|
VP
– Moderate Portfolio
|
None
|
N/A
|
VP
– Moderately Aggressive Portfolio
|
None
|
N/A
|
VP
– Moderately Conservative Portfolio
|
None
|
N/A
|
VP
– Morgan Stanley Global Real Estate Fund
|
None
|
N/A
|
VP
– MV Moderate Growth Fund
|
Citigroup,
Inc.
|
$338,670
|
Goldman
Sachs Group
|
$394,926
|
Morgan
Stanley
|
$97,306
|
VP
– NFJ Dividend Value Fund
|
Citigroup,
Inc.
|
$51,526,368
|
JPMorgan
Chase & Co.
|
$80,772,576
|
PNC
Financial Services Group, Inc.
|
$51,776,892
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
JPMorgan
Chase & Co.
|
$13,152,152
|
Morgan
Stanley
|
$18,947,712
|
The
Charles Schwab Corp.
|
$9,573,200
|
VP
– Partners Small Cap Growth Fund
|
Eaton
Vance Corp.
|
$10,005,329
|
VP
– Partners Small Cap Value Fund
|
Primerica,
Inc.
|
$8,264,466
|
Stifel
Financial Corp.
|
$1,103,598
|
VP
– Pyramis International Equity Fund
|
Credit
Suisse Group AG
|
$10,842,675
|
VP
– S&P 500 Index Fund
|
Ameriprise
Financial, Inc.
|
$358,381
|
Citigroup,
Inc.
|
$2,524,417
|
E*TRADE
Financial Corp.
|
$90,265
|
Franklin
Resources, Inc.
|
$372,647
|
Goldman
Sachs Group
|
$1,193,669
|
JPMorgan
Chase & Co.
|
$3,511,256
|
Legg
Mason, Inc. (subsidiary)
|
$73,394
|
Morgan
Stanley
|
$693,965
|
PNC
Financial Services Group, Inc.
|
$659,896
|
Charles
Schwab
|
$481,884
|
VP
– Select International Equity Fund
|
None
|
N/A
|
VP
– Select Large-Cap Value Fund
|
Citigroup,
Inc.
|
$30,744,900
|
JPMorgan
Chase & Co.
|
$33,918,400
|
Morgan
Stanley
|
$31,999,744
|
VP
– Select Smaller-Cap Value Fund
|
None
|
N/A
|
VP
– Seligman Global Technology Fund
|
None
|
N/A
|
VP
– Sit Dividend Growth Fund
|
Franklin
Resources, Inc.
|
$15,148,352
|
Goldman
Sachs Group, Inc. (The)
|
$17,247,398
|
JPMorgan
Chase & Co.
|
$34,146,472
|
VP
– TCW Core Plus Bond Fund
|
Credit
Suisse First Boston Mortgage Securities Corp.
|
$1,405,559
|
JPMorgan
Chase Commercial Mortgage Securities
|
$8,402,125
|
VP
– U.S. Equities Fund
|
Eaton
Vance Corp.
|
$5,134,800
|
VP
– U.S. Government Mortgage Fund
|
Bear
Stearns Commercial Mortgage Securities
|
$176,745
|
Citigroup
Commercial Mortgage Trust
|
$110,567
|
Citigroup
Mortgage Loan Trust, Inc.
|
$40,473,100
|
Credit
Suisse Mortgage Capital Certificates
|
$67,684,456
|
GS
Mortgage Securities Corp. II
|
$5,987,662
|
JPMorgan
Chase Commercial Mortgage Securities
|
$188,845
|
Morgan
Stanley Re-Remic Trust
|
$27,172,494
|
Morgan
Stanley Resecuritization Trust
|
$6,660,203
|
VP
– Victory Established Value Fund
|
None
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
163
|
Fund
|
Issuer
|
Value
of securities owned
at end of fiscal period
|
VP
– Wells Fargo Short Duration Government Fund
|
Credit
Suisse First Boston Mortgage Securities Corp.
|
$4,214,721
|
GS
Mortgage Securities Corp. II
|
$18,418,697
|
JPMorgan
Chase Commercial Mortgage Securities
|
$2,415,668
|
JPMorgan
Chase Commercial Mortgage Securities Trust
|
$1,575,256
|
LB-UBS
Commercial Mortgage Trust
|
$5,645,934
|
Morgan
Stanley Capital I
|
$2,651,093
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
Statement
of Additional Information – [May 1, 2015]
|
164
|
OTHER PRACTICES
Performance Disclosure
Effective beginning with performance reporting for
the December 31, 2011 year end, in presenting performance information for newer share classes, if any, of a Fund, the Fund typically includes, for periods prior to the offering of such share classes, the performance of the Fund’s oldest share
class (except as otherwise disclosed), adjusted to reflect any higher class-related operating expenses of the newer share classes, as applicable, based on the expense ratios of those share classes for the Fund’s most recently completed fiscal
year for which data was available at December 31, 2011 or, for Funds and classes first offered after January 1, 2011, the expected expense differential at the time the newer share class is first offered. Actual expense differentials across classes
will vary over time. The performance of the Fund’s newer share classes would have been substantially similar to the performance of the Fund’s oldest share class because all share classes of a Fund are invested in the same portfolio of
securities, and would have differed only to the extent that the classes do not have the same sales charges and/or expenses (and any differences in expenses between share classes may change over time).
Prior to December 31, 2011, in presenting
performance information for a newer share class of a Fund, the Fund would typically include, for periods prior to the offering of such newer share class, the performance of an older share class, the class-related operating expense structure of which
was most similar to that of the newer share class, and for periods prior to the initial offering of such older share class, would include the performance of successively older share classes with successively less similar expense structures. Such
performance information was not restated to reflect any differences in expenses between share classes and if such differences had been reflected, the performance shown might have been lower. Because, prior to December 31, 2011, the Funds used a
different methodology for presenting performance information for a newer share class, such performance information published before December 31, 2011 may differ from corresponding performance information published after December 31, 2011.
Portfolio Turnover
A change in the securities held by a Fund is known
as “portfolio turnover.” High portfolio turnover involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other
securities. Such sales may also result in adverse tax consequences to a Fund’s shareholders. The trading costs and tax effects associated with portfolio turnover may adversely affect a Fund’s performance. For each Fund’s portfolio
turnover rate, see the
Fees and Expenses of the Fund — Portfolio Turnover
section in the prospectuses for that Fund.
In any particular year, market conditions may result
in greater rates than are presently anticipated. The rate of a Fund’s turnover may vary significantly from time to time depending on, among other factors, economic, market and other conditions.
See below for an explanation of any significant
variation in a Fund’s portfolio turnover rates over the two most recently completed fiscal years:
The high portfolio turnover rate for VP – TCW
Core Plus Bond Fund for the two most recently completed fiscal year ends is due to the inclusion of forward contracts in the “to be announced” (TBA) market by the Fund’s former subadviser.
For VP – Victory Established Value Fund, the
higher portfolio turnover rate in 2012 was largely due to the changes made to the portfolio as a result of a change in Fund subadvisers.
The high portfolio turnover rate for VP – U.S.
Government Mortgage Fund for the most recently completed fiscal year is due to increased investment in treasury futures and mortgage-backed securities transactions in the “to be announced” (TBA) market in order to manage duration and
mortgage-backed securities exposure.
Disclosure of
Portfolio Holdings Information
The Board and
the Investment Manager believe that the investment ideas of the Investment Manager and any subadviser with respect to portfolio management of a Fund should seek to benefit the Fund and its shareholders, and do not want to afford speculators an
opportunity to profit by anticipating Fund trading strategies. However, the Board also believes that selective disclosure of a Fund’s portfolio holdings can, under appropriate circumstances, be made for purposes beneficial to the Fund and its
shareholders or for other purposes under conditions that are designed to protect the interests of the Fund and its shareholders.
The Board has therefore adopted policies and
procedures relating to disclosure of the Funds’ portfolio securities. These policies and procedures are intended to protect the confidentiality of Fund portfolio holdings information and generally prohibit the release of such information until
such information is made available to the general public, unless such persons have been authorized to receive such information on a selective basis, as described below. It is the policy of the Fund not to provide or permit others to provide
portfolio holdings on a selective basis, and the Investment Manager does not intend to selectively
Statement
of Additional Information – [May 1, 2015]
|
165
|
disclose portfolio holdings or expect that such holdings
information will be selectively disclosed, except where necessary for the Fund’s operation or where there are other legitimate business purposes for doing so and, in any case, where conditions are met that are designed to protect the interests
of the Funds and their shareholders.
Although
the Investment Manager seeks to limit the selective disclosure of portfolio holdings information and such selective disclosure is monitored under the Fund’s compliance program for conformity with the policies and procedures, there can be no
assurance that these policies will protect the Fund from the potential misuse of holdings information by individuals or firms in possession of that information. Under no circumstances may the Investment Manager, its affiliates or any employee
thereof receive any consideration or compensation for disclosing such holdings information.
Public Disclosures
The Funds’ portfolio holdings are currently
disclosed to the public through filings with the SEC and postings on the Funds’ website. The information is available on the Funds’ website as described below.
■
|
For equity,
alternative and flexible funds (other than the equity funds identified below) and funds-of-funds (equity and fixed income), a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 15 calendar days
after such month-end.
|
■
|
For Funds that are
subadvised by Marsico Capital, Columbia Small Cap Growth Fund I and Columbia Variable Portfolio – Small Company Growth Fund, a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 30 calendar
days after such month-end.
|
■
|
For fixed-income
Funds (other than money market funds), a complete list of Fund portfolio holdings as of calendar quarter-end is posted approximately, but no earlier than, 30 calendar days after such quarter-end.
|
■
|
For money market
Funds, a complete list of Fund portfolio holdings as of month-end is posted no later than five business days after such month-end. Such month-end holdings are continuously available on the website for at least six months, together with a link to an
SEC webpage where a user of the website may obtain access to the Fund’s most recent 12 months of publicly available filings on Form N-MFP. Money market Fund portfolio holdings information posted on the website, at minimum, includes with
respect to each holding, the name of the issuer, the category of investment (
e.g.
, Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number
(if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the
amortized cost value. The money market Funds will also disclose on the website the overall weighted average maturity and weighted average life maturity of a holding.
|
Portfolio holdings of Funds owned solely by the
Investment Manager or its affiliates are not disclosed on the website. A complete schedule of each Fund’s portfolio holdings is available semiannually and annually in shareholder reports filed on Form N-CSR and, after the first and third
fiscal quarters, in regulatory filings on Form N-Q. These shareholder reports and regulatory filings are filed with the SEC in accordance with federal securities laws. Shareholders may obtain each Fund’s Form N-CSR and N-Q filings on the
SEC’s website at www.sec.gov. In addition, each Fund’s Form N-CSR and N-Q filings may be reviewed and copied at the SEC’s public reference room in Washington, D.C. You may call the SEC at 202.551.8090 for information about the
SEC’s website or the operation of the public reference room.
In addition, the Investment Manager makes publicly
available information regarding certain Fund’s largest five to fifteen holdings, as a percentage of the market value of the Funds’ portfolios as of a month-end. This holdings information is made publicly available through the website
columbiamanagement.com, approximately 15 calendar days following the month-end. The scope of the information that is made available on the Funds’ websites pursuant to the Funds’ policies may change from time to time without prior notice.
This information may not be available on the website for all Funds included in this SAI.
The Investment Manager may also disclose more
current portfolio holdings information as of specified dates on the Funds’ website.
The Funds, the Investment Manager and their
affiliates may include portfolio holdings information that already has been made public through a website posting or SEC filing in marketing literature and other communications to shareholders, advisors or other parties, provided that the
information is disclosed no earlier than when the information is disclosed publicly on the funds’ website or no earlier than the time a fund files such information in a publicly available SEC filing required to include such information.
Statement
of Additional Information – [May 1, 2015]
|
166
|
Other Disclosures
The Funds’ policies and procedures provide
that no disclosures of the Funds’ portfolio holdings may be made prior to the portfolio holdings information being made available to the general public unless (i) the Funds have a legitimate business purpose for making such disclosure, (ii)
the Funds or their authorized agents authorize such non-public disclosure of information, and (iii) the party receiving the non-public information enters into an appropriate confidentiality agreement or is otherwise subject to a confidentiality
obligation.
In determining the existence of a
legitimate business purpose for making portfolio disclosures, the following factors, among others, are considered: (i) any prior disclosure must be consistent with the anti-fraud provisions of the federal securities laws and the fiduciary duties of
the Investment Manager; (ii) any conflicts of interest between the interests of Fund shareholders, on the one hand, and those of the Investment Manager, the Funds’ Distributor or any affiliated person of a Fund, the Investment Manager or
Distributor on the other; and (iii) any prior disclosure to a third party, although subject to a confidentiality agreement, would not make conduct lawful that is otherwise unlawful.
Fund complete portfolio holdings may be disclosed
between and among the following persons (collectively, Affiliates and Agents) for legitimate business purposes within the scope of their official duties and responsibilities, subject to Fund policies and procedures designed to prevent the misuse of
inside information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or policies and procedures designed to prevent the misuse of inside information; (2) an investment adviser,
distributor, administrator, transfer agent, or custodian to the Fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by the Investment Manager or its affiliates, or the Fund; (4) an investment adviser to whom complete
portfolio holdings are disclosed for due diligence purposes when the adviser is in merger or acquisition talks with a the Investment Manager or its parent company; and (5) a newly hired subadviser to whom complete portfolio holdings are disclosed
prior to the time it commences its duties.
The
frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Agents, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among
the Affiliates and Agents, is determined by such Affiliates and Agents based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the Funds and their
shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Agents varies and may be as frequent as daily, with no lag. Any disclosure of Fund complete portfolio holdings
to any Affiliates and Agents as previously described may also include a list of the other investment positions that make up the Fund, such as cash investments and derivatives.
The Funds also disclose portfolio holdings
information as required by federal, state or international securities laws, and may disclose portfolio holdings information in response to requests by governmental authorities, or in connection with litigation or potential litigation, a
restructuring of a holding, where such disclosure is necessary to participate or explore participation in a restructuring of the holding (
e.g.
, as part of a bondholder group), or to the issuer of a holding,
pursuant to a request of the issuer or any other party who is duly authorized by the issuer.
In certain limited situations, the Funds may provide
portfolio holdings to an institutional client (or its custodian or other agent) when the client is effecting a redemption in-kind from a Fund and the Investment Manager believes that such disclosure will not be harmful to the Fund. In these
situations, the Investment Manager makes it clear through non-disclosure agreements or other means that the recipient must ensure that the confidential information is used only as necessary to effect the redemption-in-kind and will maintain the
information in a manner designed to protect against unauthorized access or misuse.
The Board has adopted policies to ensure that the
Fund’s portfolio holdings information is only disclosed in accordance with these policies. Before any selective disclosure of portfolio holdings information is permitted, the person seeking to disclose such holdings information must submit a
written request to the Portfolio Holdings Committee (“PHC”). The PHC, which is chaired by the Funds’ Chief Compliance Officer, is comprised of members from the Investment Manager’s legal department and compliance department,
and the Funds’ President. The PHC is authorized by the Board to perform an initial review of requests for disclosure of holdings information to evaluate whether there is a legitimate business purpose for selective disclosure, whether selective
disclosure is in the best interests of a Fund and its shareholders, to consider any potential conflicts of interest between the Fund, the Investment Manager, and its affiliates, and to safeguard against improper use of holdings information. Factors
considered in this analysis are whether the recipient has agreed to or has a duty to keep the holdings information confidential and whether risks have been mitigated such that the recipient has agreed or has a duty to use the holdings information
only as necessary to effectuate the purpose for which selective disclosure may be authorized. Before portfolio holdings may be selectively disclosed, requests approved by the PHC must also be authorized by the Funds’ President, Chief
Compliance Officer or General Counsel/Chief Legal Officer or their respective designees. On at least an annual basis, the PHC reviews the approved recipients of selective disclosure and may require a resubmission of the request, in order to
re-authorize certain ongoing arrangements. These procedures are intended to be reasonably designed to protect the confidentiality of Fund holdings
Statement
of Additional Information – [May 1, 2015]
|
167
|
information and to prohibit their release to individual investors,
institutional investors, intermediaries that distribute the Fund’s shares, and other parties, until such holdings information is made public or unless such persons have been authorized to receive such holdings information on a selective basis,
as set forth above.
Ongoing Portfolio Holdings Disclosure
Arrangements:
The Funds currently have ongoing
arrangements with certain approved recipients with respect to the disclosure of portfolio holdings information prior to such information being made public. Portfolio holdings information disclosed to such recipients is current as of the time of its
disclosure, is disclosed to each recipient solely for purposes consistent with the services described below and has been authorized in accordance with the policy. No compensation or consideration is received in exchange for this information. In
addition to the daily information provided to a Fund’s custodians, subcustodians, Administrator, Investment Manager and subadvisers, the following disclosure arrangements are in place:
Identity
of Recipient
|
|
Conditions/restrictions
on use of information
|
|
Frequency
of
Disclosure
|
Recipients
under arrangements with the Funds or Investment Manager:
|
|
|
Barclays
Capital
|
|
Used
for analytics including risk and attribution assessment.
|
|
Daily
|
BlackRock
/ Aladdin
|
|
Used
for fixed income trading and decision support.
|
|
Daily
|
Bloomberg
|
|
Used
for portfolio analytics, statistical analysis and independent research.
|
|
Daily
|
Capital
Markets Services (“CMS”) Group
|
|
Used
for intraday post-trade information when equity exposures (either via futures or options trades) are modified beyond certain limits for Columbia Variable Portfolio – Managed Volatility Funds.
|
|
As
Needed
|
Catapult
|
|
Used
to provide Edgar filing and typesetting services, as well as printing of prospectuses, factsheets, annual and semi-annual reports.
|
|
As
Needed
|
Cenveo,
Inc.
|
|
Used
for printing of prospectuses, factsheets, annual and semi-annual reports.
|
|
As
Needed
|
Citigroup
|
|
Used
for mortgage decision support.
|
|
Daily
|
Cogent
Commission Management
|
|
Used
to facilitate the evaluation of commission rates and to provide flexible commission reporting.
|
|
Daily
|
Equifax
|
|
Used
to ensure that Columbia does not violate the Office of Foreign Assets Control (OFAC) sanction requirements.
|
|
Daily
|
Ernst
& Young, LLP
|
|
Used
to analyze PFIC investments.
|
|
Monthly
|
FactSet
Research Systems, Inc.
|
|
Used
for provision of quantitative analytics, charting and fundamental data and for portfolio analytics.
|
|
Daily
|
Fiserv
(Frontier & GIM)
|
|
Used
for accounting and reconciliation of positions.
|
|
Daily
|
Fundtech
Financial Messaging
|
|
Used
to send trade messages via SWIFT, to custodians.
|
|
Daily
|
Harte-Hanks
|
|
Used
for printing of prospectuses, factsheets, annual and semi-annual reports.
|
|
As
Needed
|
Index
Universe
|
|
Used
to cover product and marketing developments related to index funds, ETFs, index derivatives, and other sophisticated investment strategies.
|
|
Monthly
|
Institutional
Shareholder Services Inc. (“ISS”)
|
|
Used
for proxy voting administration and research on proxy matters.
|
|
Daily
|
Statement
of Additional Information – [May 1, 2015]
|
168
|
Identity
of Recipient
|
|
Conditions/restrictions
on use of information
|
|
Frequency
of
Disclosure
|
Intex
Solutions Inc.
|
|
Used
to provide mortgage analytics.
|
|
Periodic
|
Investment
Technology Group, Inc.
|
|
Used
to evaluate and assess trading activity, execution and practices.
|
|
Quarterly
|
Investor
Tools
|
|
Used
for municipal bond analytics, research and decision support.
|
|
As
Needed
|
JDP
Marketing Services
|
|
Used
to write or edit Columbia Fund shareholder reports, quarterly fund commentaries, and communications, including shareholder letters and management’s discussion of Columbia Fund performance.
|
|
Monthly,
as needed
|
Kynex
|
|
Used
to provide portfolio attribution reports for the Columbia Convertible Securities Fund.
|
|
Daily
|
Lipper
/ Thomson Reuters
|
|
Used
for statistical analysis.
|
|
Monthly
|
Malaspina
Communications
|
|
Used
to facilitate writing management’s discussion of Columbia Fund performance for Columbia Fund shareholder reports and periodic marketing communications.
|
|
Monthly
|
Markit
/ Wall Street Office
|
|
Used
for an asset database for analytics and investor reporting.
|
|
As
Needed
|
Merrill
Corporation
|
|
Used
to provide Edgar filing and typesetting services, as well as printing of prospectuses, factsheets, annual and semi-annual reports.
|
|
As
Needed
|
MoneyMate
|
|
Used
to report returns and analytics to client facing materials.
|
|
Monthly
|
Morningstar
|
|
Used
for independent research and ranking of funds, and to fulfill role as investment consultant for fund-of-funds product. Used also for statistical analysis
|
|
Monthly,
Quarterly or As Needed
|
MSCI
Inc./ Barra Aegis
|
|
Used
for risk analysis and reporting.
|
|
Daily
|
MSCI
Inc./ BarraOne
|
|
Used
as a hosted portfolio management platform designed for research, reporting, strategy development, portfolio construction, and performance and risk attribution.
|
|
Daily
|
Print
Craft
|
|
Used
to assemble kits and mailing that include the fact sheets.
|
|
As
Needed
|
R.R.
Donnelley & Sons Company
|
|
Used
to provide Edgar filing and typesetting services, and printing of prospectuses, factsheets, annual and semi-annual reports.
|
|
As
Needed
|
SEI
Investment Company
|
|
Used
for model portfolios for wrap accounts
|
|
Daily
|
StoneRiver
RegEd, In.c
|
|
Used
to review external and certain internal communications prior to dissemination.
|
|
Daily
|
SunGard
Investment Systems LLC / Invest One
|
|
Used
as portfolio accounting system.
|
|
Daily
|
Statement
of Additional Information – [May 1, 2015]
|
169
|
Identity
of Recipient
|
|
Conditions/restrictions
on use of information
|
|
Frequency
of
Disclosure
|
Threadneedle
Investments
|
|
Used
by portfolio managers and research analysts in supporting certain management strategies, and by shared support partners (legal, operations, compliance, risk, etc.) to provide Fund maintenance and development.
|
|
As
Needed
|
Universal
Wilde
|
|
Used
to provide printing and mailing services for prospectuses, annual and semi-annual reports, and supplements.
|
|
As
Needed
|
Wilshire
Associates, Inc.
|
|
Used
to provide daily performance attribution reporting based on daily holdings to the investment and investment analytics teams.
|
|
Daily
|
Wolters
Kluwer / Gainskeeper tax product
|
|
Used
to perform tax calculations specific to wash sales.
|
|
Monthly
|
Wolters
Kluwer / Straddles
|
|
Used
to analyze tax straddles (diminution of risk).
|
|
Monthly
|
Identity
of Recipient
|
|
Conditions/restrictions
on use of information
|
|
Frequency
of
Disclosure
|
Recipients
under arrangements with subadvisers:
|
|
|
Abel
Noser
|
|
Used
by certain subadvisers for trade execution analysis.
|
|
Daily
|
Advent
Software Inc.
|
|
Used
by certain subadvisers for corporate actions and portfolio accounting.
|
|
Quarterly
|
Barclays
Capital
|
|
Used
by certain subadvisers to obtain analytical information.
|
|
Daily
|
Barra
|
|
Used
by certain subadvisers for portfolio evaluation or analysis.
|
|
Daily
|
BarraOne
|
|
Used
by certain subadvisers for risk analysis and reporting.
|
|
Daily
|
Bloomberg
|
|
Used
by certain subadvisers for trade order management and system support, portfolio and risk analytics, research reports, analytical information, market data, portfolio analysis, and/or execution evaluation.
|
|
Daily
or Quarterly
|
Cabot
Research LLC
|
|
Used
by certain subadvisers for portfolio analysis.
|
|
Daily
|
Capital
IQ
|
|
Used
by certain subadvisers for market data.
|
|
Daily
|
Charles
River
|
|
Used
by certain subadvisers for order management.
|
|
Daily
|
CitiDirect
(FSR)
|
|
Used
by certain subadvisers for reporting position and account information.
|
|
Daily
|
Citigroup
|
|
Used
by certain subadvisers for middle-office operational services.
|
|
Daily
|
Cogent
Consulting LLC
|
|
Used
to facilitate the evaluation of commission rates and to provide flexible commission reporting.
|
|
Daily
|
Compliance
11
|
|
Used
by certain subadvisers for compliance automation.
|
|
Daily
|
Drinker
Biddle & Reath LLP
|
|
Used
by certain subadvisers for independent trustees’ legal counsel.
|
|
As
Needed
|
Statement
of Additional Information – [May 1, 2015]
|
170
|
Identity
of Recipient
|
|
Conditions/restrictions
on use of information
|
|
Frequency
of
Disclosure
|
Electra
|
|
Used
by certain subadvisers for portfolio reconciliation.
|
|
As
Needed
|
Eze
Castle Software, Inc.
|
|
Used
by certain subadvisers for trade order management.
|
|
Daily
|
FactSet
Research Systems, Inc.
|
|
Used
by certain subadvisers for analytical information and research, and for portfolio characteristics data, attribution and research reports.
|
|
Daily
|
Financial
Tracking Technologies LLC
|
|
Used
by certain subadvisers for compliance monitoring.
|
|
Daily
|
Fluent
|
|
Used
by certain subadvisers for printing client reporting.
|
|
Monthly
|
Glass
Lewis
|
|
Used
by certain subadvisers for proxy voting administration and research on proxy matters.
|
|
As
Needed or Daily
|
Global
Trading Analytics, LLC
|
|
Used
by certain subadvisers for transaction cost analysis of currency trading.
|
|
Daily
|
GSAL
|
|
Used
by certain subadvisers for securities lending agent.
|
|
As
Needed
|
IDS
GmbH
|
|
Used
by certain subadvisers for analysis and reporting.
|
|
Daily
|
ING
Insurance Company
|
|
Used
by certain subadvisers to provide quarterly fact sheets.
|
|
Quarterly
|
Institutional
Shareholder Services Inc. (“ISS”)
|
|
Used
for proxy voting administration and research on proxy matters.
|
|
Weekly
or As Needed
|
Interactive
Data Corp. (IDC)
|
|
Used
by certain subadvisers for statistical fair valuation services.
|
|
As
Needed
|
Investment
Technology Group
|
|
Used
by certain subadvisers to evaluate trade execution and compliance purposes
|
|
As
Needed or Daily
|
JPMorgan
Chase Bank NA
|
|
Used
by certain subadvisers for back office and shadow accounting functions.
|
|
Daily
|
Merrill
Corporation
|
|
Used
by certain subadvisers for prospectus, SAI, supplement and sales material printing services.
|
|
Quarterly
|
Moneymate
|
|
Used
by certain subadvisers to report returns and analytics to client facing materials.
|
|
Daily
|
Omgeo,
LLC
|
|
Used
by certain subadvisers for trade settlement or trade order management.
|
|
Daily
|
Perkins
Cole LLP
|
|
Used
by certain subadvisers for funds’ legal counsel.
|
|
As
Needed
|
Pricewaterhouse
Coopers LLP
|
|
Used
by certain subadvisers for funds’ independent registered public accounting firm.
|
|
As
Needed
|
Quantitative
Services Group
|
|
Used
by certain subadvisers for trade execution analysis.
|
|
Daily
|
R.R.
Donnelley & Sons Company
|
|
Used
by certain subadvisers for prospectus, SAI, supplement and sales material printer.
|
|
As
Needed
|
RiskMetrics
|
|
Used
by certain subadvisers for portfolio analysis.
|
|
Daily
|
Statement
of Additional Information – [May 1, 2015]
|
171
|
Identity
of Recipient
|
|
Conditions/restrictions
on use of information
|
|
Frequency
of
Disclosure
|
SS&C
Technology Holdings
|
|
Used
by certain subadvisers for portfolio accounting purposes.
|
|
Daily
|
State
Street Bank and Trust Company
|
|
Used
by certain subadvisers for investment operations.
|
|
Daily
|
Sungard
Invest One
|
|
Used
as portfolio accounting system.
|
|
Daily
|
SunGard
Portfolio Solutions, Inc.
|
|
Used
by certain subadvisers for portfolio accounting purposes.
|
|
Daily
|
Tamale
|
|
Used
by certain subadvisers for research management.
|
|
Daily
|
Thomson
Reuters
|
|
Used
by certain subadvisers for portfolio analysis.
|
|
Daily
|
TriOptima
|
|
Used
by certain subadvisers for derivatives reconciliation.
|
|
Daily
|
Wilshire
Associates
|
|
Used
by certain subadvisers to support performance analysis software and portfolio analysis.
|
|
Daily
|
In addition, portfolio
holdings information may be provided from time to time to the Funds’ counsel, counsel to the independent trustees and the Funds’ independent auditors in connection with the services they provide to the Funds or the trustees. Portfolio
holdings information may also be provided to affiliates of the Investment Manager to monitor risks and various holdings limitations that must be aggregated with affiliated funds and accounts, among other purposes. The Investment Manager and the
subadvisers use a variety of broker-dealers and other agents to effect securities transactions on behalf of the Funds. These broker-dealers may become aware of the Funds’ intentions, transactions and positions in performing their
functions.
Additional Selling Agent Payments
Selling Agents may receive different commissions,
sales charge reallowances and other payments with respect to sales of different classes of shares of the Funds. These other payments may include servicing payments to retirement plan administrators and other institutions at rates up to those
described above under
Other Practices — Additional Shareholder Servicing Payments.
The Distributor and other Ameriprise Financial
affiliates may pay additional compensation to selected Selling Agents, including other Ameriprise Financial affiliates, under the categories described below. These categories are not mutually exclusive, and a single Selling Agent may receive
payments under all categories. A Selling Agent also may receive payments described above under
Other Practices — Additional Shareholder Servicing Payments
. These payments may create an
incentive for a Selling Agent or its representatives to recommend or offer shares of a Fund to its customers. The amount of payments made to Selling Agents may vary. In determining the amount of payments to be made, the Distributor and other
Ameriprise Financial affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the Selling Agent, the size of the customer/shareholder base of the Selling Agent, the manner in which
customers of the Selling Agent make investments in the Funds, the nature and scope of marketing support or services provided by the Selling Agent (as described more fully below) and the costs incurred by the Selling Agent in connection with
maintaining the infrastructure necessary or desirable to support investments in the Funds.
These additional payments by the Distributor and
other Ameriprise Financial affiliates are made pursuant to agreements between the Distributor and other Ameriprise Financial affiliates and Selling Agents, and do not change the price paid by investors for the purchase of a share, the amount a Fund
will receive as proceeds from such sales or the distribution fees and expenses paid by the Fund as shown under the heading
Fees and Expenses of the Fund
in the Fund’s prospectuses.
Marketing/Sales Support Payments
The Distributor, the Investment Manager and their
affiliates may make payments, from their own resources, to certain Selling Agents, including other Ameriprise Financial affiliates, for marketing/sales support services relating to the Funds, including, but not limited to, business planning
assistance, educating financial intermediary personnel about the Funds and shareholder financial planning needs, placement on the financial intermediary’s preferred or recommended fund list or otherwise identifying the Funds as being part of a
complex to be accorded a higher degree of marketing support than complexes not making such payments, access to sales meetings, sales representatives and management representatives of the financial intermediary, client servicing and systems
infrastructure support. These payments are generally based upon one or more of the following factors:
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average net assets of the Funds distributed by the Distributor
attributable to that Selling Agent, gross sales of the Columbia Funds distributed by the Distributor attributable to that Selling Agent, reimbursement of ticket charges (fees that a Selling Agent firm charges its representatives for effecting
transactions in Fund shares) or a negotiated lump sum payment.
While the financial arrangements may vary for each
Selling Agent, the marketing support payments to each Selling Agent generally are expected to be between 0.05% and 0.50% on an annual basis for payments based on average net assets of the Funds attributable to the Selling Agent, and between 0.05%
and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Funds attributable to the Selling Agent. The Distributor and other Ameriprise Financial affiliates may make payments in materially larger amounts or on a basis
materially different from those described above when dealing with certain Selling Agents. Such increased payments may enable the Selling Agents to offset credits that they may provide to their customers.
As of April 2014, the Distributor, the Investment
Manager or their affiliates had agreed to make marketing support payments with respect to the Funds to the Selling Agents or their affiliates shown below.
Recipients of Marketing Support Payments with Respect to the
Funds from the Distributor and/or other Ameriprise Financial Affiliates
■
|
Allianz Life
Insurance Company of North America
|
■
|
Allianz Life
Insurance Company of New York
|
■
|
American United
Life Insurance Company
|
■
|
Equitrust Life
Insurance Company
|
■
|
First Great West
Life & Annuity Company
|
■
|
Genworth Life
& Annuity Insurance
|
■
|
Genworth Life
Insurance Company of New York
|
■
|
Great West Life
& Annuity Company
|
■
|
Guardian Insurance
& Annuity Company
|
■
|
Independence Life
& Annuity Co
|
■
|
ING USA & Life
Insurance Company
|
■
|
Jefferson National
Life Insurance Company
|
■
|
Liberty Life
Assurance Company of Boston
|
■
|
Midland National
Life Insurance Company
|
■
|
Monumental Life
Insurance Company
|
■
|
National Integrity
Life Insurance Company
|
■
|
New York Life
Insurance & Annuity Corporation
|
■
|
Prudential
Annuities Life Assurance Corporation
|
■
|
RiverSource Life
Insurance Company
|
■
|
RiverSource Life
Insurance Co. of New York
|
■
|
Security Benefit
Life Insurance
|
■
|
SunAmerica Annuity
& Life Assurance Company
|
■
|
Sun Life Assurance
Co of Canada
|
■
|
Sun Life Insurance
& Annuity Co of NY
|
■
|
Symetra Life
Insurance Company
|
■
|
Transamerica
Advisors Life
|
■
|
Transamerica
Advisors Life of NY
|
■
|
Union Central Life
Insurance Co
|
The Distributor, the Investment Manager
and their affiliates may enter into similar arrangements with other Selling Agents from time to time. Therefore, the preceding list is subject to change at any time without notice.
Other Payments
From time to time, the Distributor, from
its own resources, may provide additional compensation to certain Selling Agents that sell or arrange for the sale of shares of the Funds to the extent not prohibited by laws or the rules of any self-regulatory agency, such as the Financial Industry
Regulatory Authority (FINRA). Such compensation provided by the Distributor may include financial assistance to Selling Agents that enable the Distributor to participate in and/or present at Selling Agent-sponsored conferences or seminars, sales or
training programs for invited registered representatives and other Selling Agent employees, financial intermediary entertainment and other sponsored events, and travel expenses, including lodging incurred by registered representatives and other
employees in connection with prospecting, retention and due diligence trips. The Distributor makes payments for entertainment events it deems appropriate, subject to the Distributor’s internal guidelines and applicable law. These payments may
vary depending upon the nature of the event. Your Selling Agent may charge you fees or commissions in addition to those disclosed in this SAI. You should consult with your financial intermediary and review carefully any disclosure your Selling Agent
provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a Selling Agent and its financial consultants may have a financial incentive for recommending a particular fund or a particular
share class over other funds or share classes. See
Investment Management and Other Services — Other Roles and Relationships of Ameriprise Financial and its Affiliates — Certain Conflicts
of Interest
for more information.
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CAPITAL STOCK AND OTHER SECURITIES
Description of the Trusts' Shares
The Trusts may issue an unlimited number of full and
fractional shares of beneficial interest of each Fund, without par value, and to divide or combine the shares of any series into a greater or lesser number of shares of that Fund without thereby changing the proportionate beneficial interests in
that Fund and to divide such shares into classes. Most of the Funds are authorized to issue multiple classes of shares. Such classes are designated as Class 1, Class 2 and Class 3. A Fund offers only those classes of shares listed on the cover of
its prospectuses. Each share of a class of a Fund represents an equal proportional interest in that Fund with each other share in the same class and is entitled to such distributions out of the income earned on the assets belonging to that Fund as
are declared in the discretion of the Board. However, different share classes of a Fund pay different distribution amounts because each share class has different expenses. Each time a distribution is made, the net asset value per share of the share
class is reduced by the amount of the distribution.
Subject to certain limited exceptions discussed in
each Fund’s prospectuses and in this SAI, a Fund may no longer be accepting new investments from current shareholders or prospective investors in general or with respect to one or more classes of shares. The Funds, however, may at any time and
without notice, accept new investments in general or with respect to one or more previously closed classes of shares.
If investors other than Participating Insurance
Companies, Separate Accounts, Qualified Plans or certain other eligible investors were to purchase shares in a Fund, VA contracts or VLI policies funded by that Fund could lose their favorable tax status. See “
Taxation
” below.
Restrictions on Holding or Disposing of Shares
There are no restrictions on the right of shareholders to retain or
dispose of the Funds' shares, other than the possible future termination of the Funds or the relevant class, except that the Funds may redeem Fund shares of shareholders holding less than any minimum or more than any maximum investment from time to
time established by the Board. The Funds or any class of shares of the Funds may be terminated by reorganization into another mutual fund or by liquidation and distribution of their assets. Unless terminated by reorganization or liquidation, the
Funds and classes will continue indefinitely.
Shareholder Liability
CFVIT I.
The
Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. Effectively, this means that a
shareholder of the Funds will not be personally liable for payment of the Funds’ debts except by reason of his or her own conduct or acts. In addition, a shareholder could incur a financial loss on account of the Funds’ obligation only
if the Funds had no remaining assets with which to meet such obligation. We believe that the possibility of such a situation arising is extremely remote.
CFVST II.
The Trust is organized as a business trust under Massachusetts law. Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust.
However, the Trust’s Declaration of Trust disclaims any shareholder liability for acts or obligations of the Funds and the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or
executed by a Fund or the Trustees. The Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of a Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to circumstances (which are considered remote) in which a Fund would be unable to meet its obligations and the disclaimer was inoperative. The risk of a Fund incurring financial
loss on account of another series of the Trust also is believed to be remote, because it would be limited to circumstances in which the disclaimer was inoperative and the other series of the Trust was unable to meet its obligations.
Dividend Rights
The shareholders of a Fund are entitled to receive any dividends or
other distributions declared for the Fund. No shares have priority or preference over any other shares of the Funds with respect to distributions. Distributions will be made from the assets of the Funds, and will be paid pro rata to all shareholders
of each Fund (or class) according to the number of shares of each Fund (or class) held by shareholders on the record date. The amount of income dividends per share may vary between separate share classes of the Funds based upon differences in the
way that expenses are allocated between share classes pursuant to a multiple class plan.
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Voting Rights and Shareholder Meetings
Shareholders have the power to vote only as expressly granted under
the 1940 Act or under Delaware statutory trust law (in the case of CFVIT I) or Massachusetts business trust law (in the case of CFVST II). Each whole share (or fractional share) outstanding on the record date shall be entitled to (for CFVIT_I) one
vote as to any matter on which it is entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote; and for (CFVST II) a number of votes on any matter on which it is entitled to vote equal to the net asset value of
the share (or fractional share) in U.S. dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes).
Shareholders have no independent right to vote on
any matter, including the creation, operation, dissolution or termination of the Trust. Shareholders have the right to vote on other matters only as the Board authorizes. Currently, the 1940 Act requires that shareholders have the right to vote,
under certain circumstances, to: (i) elect Trustees; (ii) approve investment advisory agreements; (iii) approve a change in subclassification of a Fund; (iv) approve any change in fundamental investment policies; (v) approve a distribution plan
under Rule 12b-1 under the 1940 Act; and (vi) to terminate the independent accountant. With respect to matters that affect one class but not another, shareholders vote as a class; for example, the approval of a distribution plan applicable to that
class is voted on by holders of that class of shares. Subject to the foregoing, all shares of a Trust have equal voting rights and will be voted in the aggregate, and not by Fund, except where voting by Fund is required by law or where the matter
involved only affects one Fund. For example, a change in a Fund’s fundamental investment policy affects only one Fund and would be voted upon only by shareholders of the Fund involved. Additionally, approval of an investment advisory agreement
or, if shareholder approval is required under exemptive relief, investment subadvisory agreement, since it only affects one Fund, is a matter to be determined separately by each Fund. Approval by the shareholders of one Fund is effective as to that
Fund whether or not sufficient votes are received from the shareholders of the other series to approve the proposal as to those Funds. Shareholders are entitled to one vote for each whole share held and a proportional fractional vote for each
fractional vote held, on matters on which they are entitled to vote. Fund shareholders do not have cumulative voting rights. The Trust is not required to hold, and has no present intention of holding, annual meetings of shareholders. Special
meetings may be called for certain purposes.
Previously, CFVIT I had voluntarily undertaken to
adhere to certain governance measures contemplated by an SEC settlement order with respect to CFVIT I prior investment adviser in 2005. Over the past several years, the SEC has adopted many rules under the 1940 Act and the Investment Advisers Act of
1940 to strengthen fund governance and compliance oversight of funds and their investment advisers.
Accordingly, although CFVIT I
may continue to follow certain governance
practices noted in the 2005 settlement order, it will do so as the Board deems appropriate and not pursuant to any voluntary undertakings. In this regard, the Board has determined that it is unnecessary to commit to holding a meeting of shareholders
to elect trustees at least every five years. Instead, the Board will convene meetings of shareholders to elect trustees as required by the 1940 Act or as deemed appropriate by the Board.
Certain Participating Insurance Companies have
voting rights with respect to all Fund shares held in the separate accounts where the Participating Insurance Companies set aside and invest the assets of certain of their VA contracts or VLI policies. To the extent a matter is to be voted upon by
Fund shareholders and to the extent required by federal securities laws or regulations, it is expected that the Participating Insurance Companies will: (i) notify each VA contract owner and VLI policy holder (each an “Owner” and
collectively, the “Owners”) of the shareholder meeting if shares held for that Owner’s contract or policy may be voted; (ii) send proxy materials and a form of instructions that each Owner can use to tell its Participating
Insurance Company how to vote the Fund shares held for such contract or policy; (iii) arrange for the handling and tallying of proxies received from the Owners; (iv) vote all Fund shares attributable to each Owner’s contract or policy
according to instructions received from such Owner; and (v) vote all Fund shares for which no voting instructions are received in the same proportion as shares for which instructions have been received.
For further discussion of the rights of Owners and
Qualified Plan participants concerning the voting of shares, please see your annuity or life insurance contract prospectus or Qualified Plan disclosure documents, as applicable.
Liquidation Rights
In the event of the liquidation or dissolution of the Trust or a
Fund, all shares have equal rights and shareholders of a Fund are entitled to a proportionate share of the assets of the Fund that are available for distribution and to a distribution of any general assets not attributable to a particular Fund that
are available for distribution in such manner and on such basis as the Board may determine.
Preemptive Rights
There are no preemptive rights associated with Fund shares.
Conversion Rights
Conversion features and exchange privileges, if applicable, are
described in the Funds’ prospectuses and Appendix S to this SAI.
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Redemptions
Each Fund’s dividend, distribution and redemption policies
can be found in its prospectuses. However, the Board may suspend the right of shareholders to sell shares when permitted or required to do so by law or compel sales of shares in certain cases.
Sinking Fund Provisions
The Trust has no sinking fund provisions.
Calls or Assessment
All Fund shares are issued in uncertificated form only and when
issued will be fully paid and non-assessable by its Trust.
Purchase and Redemption
An investor may buy, sell and transfer shares in the
Funds utilizing the methods, and subject to the restrictions, described in the Funds’ prospectuses. The following information supplements information in the Funds’ prospectuses.
Fund shares are made available to serve as the
underlying investment vehicles for VA contract and VLI policy separate accounts issued by Participating Insurance Companies, for Qualified Plans and for certain other eligible investors. Shares of the Funds are sold at net asset value without the
imposition of a sales charge. The separate accounts of the Participating Insurance Companies or Qualified Plan sponsor place orders to purchase and redeem shares of the Funds based on, among other things, the amount of premium payments to be
invested and the amount of surrender and transfer requests to be effected on that day pursuant to the contracts. In addition, in no instance will the Funds be made available to life insurance separate accounts without the Trust having received any
necessary SEC consents or approvals. It is conceivable that in the future it may be disadvantageous for VA contract separate accounts and VLI policy separate accounts to invest in the Funds simultaneously. Although the Trust and the Funds do not
currently foresee any such disadvantages either to VA contract owners or VLI policy owners, the Trust’s Board intends to monitor events in order to identify any material conflicts between such VA contract owners and VLI policy owners and to
determine what action, if any, should be taken in response thereto. If the Board were to conclude that separate funds should be established for VLI policy and VA contract separate accounts, the VLI policy and VA contract owners would not bear any
expenses attendant to the establishment of such separate funds.
Purchases of shares of the Funds may be effected on
days on which the NYSE is open for business (a “Business Day”). The Trust and the Distributor reserve the right to reject any purchase order. The issuance of shares is recorded on the books of the Trust, and share certificates are not
issued. Purchase orders for shares in the Funds that are received by the Distributor or by the Transfer Agent before the close of regular trading hours on the NYSE (currently 4:00 p.m., Eastern time) on any Business Day are priced according to the
net asset value determined on that day but are not executed until 4:00 p.m., Eastern time, on the Business Day on which immediately available funds in payment of the purchase price are received by the Fund’s Custodian.
Redemption proceeds are normally remitted in Federal
funds wired to the redeeming Participating Insurance Company or Qualified Plan sponsor within three Business Days following receipt of the order. It is the responsibility of the Distributor to transmit orders it receives to the Trust. No charge for
wiring redemption payments is imposed by the Trust. Redemption orders are effected at the net asset value per share next determined after acceptance of the order by the Transfer Agent.
Should a Fund stop selling shares, the Board may
make a deduction from the value of the assets held by the Fund to cover the cost of future liquidations of the assets so as to distribute these costs fairly among all shareholders.
The Trusts also may make payment for sales in
readily marketable securities or other property if it is appropriate to do so in light of the Trust’s responsibilities under the 1940 Act.
Under the 1940 Act, the Funds may suspend the right
of redemption or postpone the date of payment for shares during any period when (i) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (ii) the NYSE is closed for other than customary weekend and holiday closings;
(iii) the SEC has by order permitted such suspension; (iv) an emergency exists as determined by the SEC. (The Funds may also suspend or postpone the recordation of the transfer of their shares upon the occurrence of any of the foregoing
conditions).
The Trusts have elected to be
governed by Rule 18f-1 under the 1940 Act, as a result of which each Fund is obligated to redeem shares, subject to the exceptions listed above, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of
$250,000 or 1% of the net asset value of each Fund at the beginning of the period. Although redemptions in excess of this limitation would normally be paid in cash, the Fund reserves the right to make these payments in whole or in part in securities
or other assets in case of an emergency, or if the payment of a redemption in cash would be detrimental to the existing shareholders of the Fund as determined by the Board. In these circumstances, the securities distributed would be valued as set
forth in this SAI. Should a Fund distribute securities, a shareholder may incur brokerage fees or other transaction costs in converting the securities to cash.
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The timing and magnitude of cash inflows from
investors buying Fund shares could prevent a Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to investors redeeming Fund shares could require large ready reserves of uninvested cash to meet shareholder
redemptions. Either situation could adversely impact a Fund’s performance.
Potential Adverse Effects of Large Investors
Each Fund may from time to time sell to one or more investors,
including other funds advised by the Investment Manager or third parties, a substantial amount of its shares, and may thereafter be required to satisfy redemption requests by such investors. Such sales and redemptions may be very substantial
relative to the size of the Fund. While it is not possible to predict the overall effect of such sales and redemptions over time, such transactions may adversely affect the Fund’s performance to the extent that the Fund is required to invest
cash received in connection with a sale or to sell portfolio securities to facilitate a redemption at, in either case, a time when the Fund otherwise would not invest or sell. Such transactions also may increase a Fund’s transaction costs,
which would detract from Fund performance.
Anti-Money Laundering Compliance
The Funds are required to comply with various anti-money laundering
laws and regulations. Consequently, the Funds may request additional required information from you to verify your identity. Your application will be rejected if it does not contain your name, social security number, date of birth and permanent
street address. If at any time the Funds believe a shareholder may be involved in suspicious activity or if certain account information matches information on government lists of suspicious persons, the Funds may choose not to establish a new
account or may be required to “freeze” a shareholder’s account. The Funds also may be required to provide a governmental agency with information about transactions that have occurred in a shareholder’s account or to transfer
monies received to establish a new account, transfer an existing account or transfer the proceeds of an existing account to a governmental agency. In some circumstances, the law may not permit the Funds to inform the shareholder that it has taken
the actions described above.
Offering Price
The share price of each Fund is based on each
Fund’s net asset value per share, which is calculated separately for each class of shares as of the close of regular trading on the NYSE (which is usually 4:00 p.m. Eastern Time unless the NYSE closes earlier) on each day the Fund is open for
business, unless the Board determines otherwise. The Funds do not value their shares on days that the NYSE is closed.
For Funds Other than Money Market Funds.
The value of each Fund’s portfolio securities is determined in accordance with the Trust’s valuation procedures, which are approved by the Board. Except as described below under “Fair
Valuation of Portfolio Securities,” the Fund’s portfolio securities are typically valued using the following methodologies:
Equity Securities.
Equity securities (including common stocks, preferred stocks, convertible securities, warrants and ETFs) listed on an exchange are valued at the closing price on their primary exchange (which, in the case of foreign securities, may be a foreign
exchange) or, if a closing price is not readily available, at the mean of the closing bid and asked prices. Over-the-counter equity securities not listed on any national exchange but included in the NASDAQ National Market System are valued at the
NASDAQ Official Closing Price or, if the official closing price is not readily available, at the mean between the closing bid and asked prices. Equity securities and ETFs that are not listed on any national exchange and are not included in the
NASDAQ National Market System are valued at the mean between the closing bid and asked prices. Shares of other open-end investment companies (other than ETFs) are valued at the latest net asset value reported by those companies as of the valuation
time.
Fixed Income Securities.
Debt securities with remaining maturities of 60 days or less are valued at their amortized cost value if such value is approximately the same as market value or at market value (based on market-based prices); or, if
market value is not available, fair value. Amortized cost is determined by systematically increasing the carrying value of a security if acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is
equal to maturity value on the maturity date. The value of debt securities with remaining maturities in excess of 60 days is the market price, which may be obtained from a pricing service or, if a market-based price is not available from a pricing
service, a bid quote from a broker-dealer. Short-term variable rate demand notes are typically valued at their par value. Other debt securities are typically valued using an evaluated bid provided by a pricing service. If pricing information is
unavailable from a pricing service or is not believed to be reflective of market value, then a bid quote from a broker-dealer may be used to value the securities. Newly issued debt securities may be valued at purchase price for up to two days
following purchase or at fair value if the purchase price is not believed to be reflective of market value.
Futures, Options and Other Derivatives.
Futures and options on futures are valued based on the settle price at the close of regular trading on their principal exchange or, in the absence of transactions, they are valued at the mean of the closing bid and asked
prices closest to the last reported sale price. Listed options are valued at the mean of the closing bid and asked prices. If
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market quotations are not readily available, futures and options
are valued using quotations from broker-dealers. Customized derivative products are valued at a price provided by a pricing service or, if such a price is unavailable, a broker quote or at a price derived from an internal valuation model.
Repurchase and Reverse Repurchase Agreements.
Repurchase and reverse repurchase agreements are generally valued at a price equal to the amount of cash invested in the repurchase agreement, or borrowed in the reverse repurchase agreement, respectively, at the time of
valuation.
Bank Loans.
Bank loans purchased in the primary market are typically valued at acquisition cost for up to two days, and are then valued using a market quotation from a pricing service or quote from a broker-dealer, or if such quotes
are unavailable, fair value. For bank loans trading in the secondary market, prices are obtained from a pricing service and are based upon the average of one or more indicative bids from broker-dealers.
Private Placement Securities.
Private placement securities requiring fair valuation are typically valued utilizing prices from broker-dealers or using internal analysis and any issuer-provided financial information.
Foreign Currencies.
Foreign currencies, securities denominated in foreign currencies and payables/receivables denominated in foreign currencies are valued in U.S. dollars utilizing spot exchange rates at the close of regular trading on the NYSE. Forward foreign
currency contracts are valued in U.S. dollars utilizing the applicable forward currency exchange rate as of the close of regular trading on the NYSE.
For Money Market Funds.
In accordance with Rule 2a-7 under the 1940 Act, the securities in the portfolio of a money market fund are generally valued at amortized cost if such value is approximately the same as market value or
at market value (based on market-based prices); or, if market value is not available, fair value. The amortized cost method of valuation is an approximation of market value determined by systematically increasing the carrying value of a security if
acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date. Amortized cost does not take into consideration unrealized capital gains or
losses.
The Board has established
procedures designed to stabilize the Fund’s price per share for purposes of sales and redemptions at $1.00, to the extent that it is reasonably possible to do so. These procedures include review of the Fund’s securities by the Board, at
intervals deemed appropriate by it, to determine whether the Fund’s net asset value per share computed by using available market quotations deviates from a share value of $1.00 as computed using the amortized cost method. Deviations are
reported to the Board periodically and, if any such deviation exceeds 0.5%, the Board must determine what action, if any, needs to be taken. If the Board determines that a deviation exists that may result in a material dilution or other unfair
results for shareholders or investors, the Board must cause the Fund to undertake such remedial action as the Board deems appropriate to eliminate or reduce to the extent reasonably practicable such dilution or unfair results.
Such action may include withholding dividends,
calculating net asset value per share for purposes of sales and redemptions using available market quotations, making redemptions in kind, and/or selling securities before maturity in order to realize capital gains or losses or to shorten average
portfolio maturity.
While the amortized cost
method provides certainty and consistency in portfolio valuation, it may result in valuations of securities that are either somewhat higher or lower than the prices at which the securities could be sold. This means that during times of declining
interest rates the yield on the Fund’s shares may be higher than if valuations of securities were made based on actual market prices and estimates of market prices. Accordingly, if using the amortized cost method were to result in a lower
portfolio value, a prospective investor in the Fund would be able to obtain a somewhat higher yield than the investor would receive if portfolio valuations were based on actual market values. Existing shareholders, on the other hand, would receive a
somewhat lower yield than they would otherwise receive. The opposite would happen during a period of rising interest rates.
Fair Valuation of Portfolio Securities.
In the event that (i) market quotations or valuations from other sources are not readily available, such as when trading is halted or securities are not actively
traded; (ii) market quotations or valuations from other sources are not reflective of market value (i.e., such prices or values are deemed unreliable in the judgment of the Investment Manager); or (iii) a significant event has been recognized in
relation to a security or class of securities that is not reflected in market quotations or valuations from other sources, such as when an event impacting a foreign security occurs after the closing of the security’s foreign exchange but
before the closing of the NYSE, a fair value for each such security is determined in accordance with valuation procedures approved by the Board. The fair value of a security is likely to be different from the quoted or published price and fair value
determinations often require significant judgment.
In general, any relevant factors may be taken into
account in determining fair value, including but not limited to the following, among others: the fundamental analytical data relating to the security; the value of other financial instruments, including derivative securities traded on other markets
or among dealers; trading volumes on markets, exchanges, or among dealers; values of baskets of securities traded on other markets, exchanges, or among dealers; changes in interest rates; observations from financial institutions; government actions
or pronouncements; other news events; information as to any transactions or offers
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with respect to the security; price and extent of public trading in
similar securities of the issuer or comparable companies; nature and expected duration of the event, if any, giving rise to the valuation issue; pricing history; the relative size of the position in the portfolio; internal models; and other relevant
information.
With respect to securities traded
on foreign markets, relevant factors may include, but not be limited to, the following: the value of foreign securities traded on other foreign markets; ADR and/or GDR trading; closed-end fund trading; foreign currency exchange activity and prices;
and the trading of financial products that are tied to baskets of foreign securities, such as certain exchange-traded index funds. A systematic independent fair value pricing service assists in the fair valuation process for foreign securities in
order to adjust for possible changes in value that may occur between the close of the foreign exchange and the time at which a Fund’s NAV is determined. Although the use of this service is intended to decrease opportunities for time zone
arbitrage transactions, there can be no assurance that it will successfully decrease arbitrage opportunities.
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TAXATION
The following information supplements and should be
read in conjunction with the section in the Funds’ prospectuses entitled
Distributions and Taxes
. The prospectuses generally describe the U.S. federal income tax treatment of the Funds and their
shareholders. This section of the SAI provides additional information concerning U.S. federal income taxes. It is based on the Code, applicable U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all as in effect
as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. The following discussion does not address any state, local or foreign tax matters.
The following discussion is generally based on the
assumption that the shares of each Fund will be respected as owned by Participating Insurance Companies through their separate accounts, Qualified Plans, and other eligible persons or plans permitted to hold shares of a Fund pursuant to the
applicable Treasury Regulations without impairing the ability of the Participating Insurance Company separate accounts to satisfy the diversification requirements of Section 817(h) of the Code (“Other Eligible Investors”). If this is not
the case and shares of a Fund held by separate accounts of Participating Insurance Companies are not respected as owned for U.S. federal income tax purposes by those separate accounts, the person(s) determined to own the Fund shares will not be
eligible for tax deferral and, instead, will be taxed currently on Fund distributions and on the proceeds of any sale, transfer or redemption of Fund shares under applicable U.S. federal income tax rules that may not be discussed herein.
VP
– Core Equity Fund will be treated as an entity disregarded from its owner for federal income tax purposes (a so-called “disregarded entity”). A disregarded entity itself is not subject to U.S. federal income tax nor to any annual
tax return filing requirements.
The Trusts
have not requested and will not request an advance ruling from the IRS as to the U.S. federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. In addition, the
following discussion and the discussions in the prospectuses address only some of the U.S. federal income tax considerations generally affecting investments in the Funds. In particular, because Participating Insurance Company separate accounts,
Qualified Plans and Other Eligible Investors will be the only shareholders of a Fund, only certain U.S. federal tax aspects of an investment in a Fund are described herein. Holders of VA contracts and VLI policies (together,
“Contracts”), Qualified Plan participants, or persons investing through an Other Eligible Investor are urged to consult the Participating Insurance Company, Qualified Plan, or Other Eligible Investor through which their investment is
made, as well as to consult their own tax advisors and financial planners, regarding the U.S. federal tax consequences to them of an investment in a Fund, the application of state, local, or foreign laws, and the effect of any possible changes in
applicable tax laws on an investment in a Fund.
Taxation – Funds Intending to Qualify as
Regulated Investment Companies
The following sections apply
only to the following Funds and their shareholders: VP – American Century Diversified Bond Fund, VP – BlackRock Global Inflation-Protected Securities Fund, VP – Cash Management Fund, VP – Columbia Wanger International
Equities Fund, VP – Commodity Strategy Fund, VP – DFA International Value Fund, VP – Diversified Bond Fund, VP – Eaton Vance Floating-Rate Income Fund, VP – Emerging Markets Bond Fund, VP – Emerging Markets Fund,
VP – Global Bond Fund, VP – High Yield Bond Fund, VP – Income Opportunities Fund, VP – International Opportunities Fund, VP – Invesco International Growth Fund, VP – J.P. Morgan Core Bond Fund, VP – Limited
Duration Credit Fund, VP – Marsico 21st Century Fund, VP – Marsico Focused Equities Fund, VP – Marsico Growth Fund, VP – Morgan Stanley Global Real Estate Fund, VP – Pyramis International Equity Fund, VP – Select
International Equity Fund, VP – Seligman Global Technology Fund, VP – TCW Core Plus Bond Fund, VP – U.S. Government Mortgage Fund and VP – Wells Fargo Short Duration Government Fund (collectively, the “RIC
Funds”):
Qualification as a Regulated
Investment Company
It is intended that each Fund qualify as a
“regulated investment company” under Subchapter M of Subtitle A, Chapter 1 of the Code. Each Fund will be treated as a separate entity for U.S. federal income tax purposes. Thus, the provisions of the Code applicable to regulated
investment companies generally will apply separately to each Fund, even though each Fund is a series of a Trust. Furthermore, each Fund will separately determine its income, gains, losses, and expenses for U.S. federal income tax purposes.
In order to qualify for the special tax treatment
accorded regulated investment companies and their shareholders under the Code, each Fund must, among other things, derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, certain payments with respect to
securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income attributable to its business of investing in such stock, securities or foreign currencies (including, but not limited to, gains
from options, futures or forward contracts) and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined below. In general, for purposes of this 90% gross income requirement, income derived from a partnership
(other than a qualified publicly traded partnership) will be treated as qualifying income only to the extent
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such income is attributable to items of income of the partnership
which would be qualifying income if realized directly by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (generally, defined as a partnership (x) the interests in
which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its gross income from the qualifying income described in clause (i) above)
will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes if they meet the passive income requirement under Code section 7704(c)(2). Certain of a Fund’s investments in
master limited partnerships (MLPs), if any, may qualify as interests in qualified publicly traded partnerships. In addition, although in general the passive loss rules do not apply to a regulated investment company, such rules do apply to a
regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.
Each Fund must also diversify its holdings so that,
at the end of each quarter of the Fund’s taxable year: (i) at least 50% of the fair market value of its total assets consists of (A) cash and cash items (including receivables), U.S. Government securities and securities of other regulated
investment companies, and (B) other securities, of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund’s total assets and are not more than 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets consists of the securities of any one issuer (other than those described in clause (i)(A)), the securities (other than securities of other
regulated investment companies) of two or more issuers the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.
In addition, for purposes of meeting this
diversification requirement, the term “outstanding voting securities of such issuer” includes the equity securities of a qualified publicly traded partnership and in the case of a Fund’s investments in loan participations, the Fund
shall treat both the financial intermediary and the issuer of the underlying loan as an issuer. The qualifying income and diversification requirements described above may limit the extent to which a Fund can engage in certain derivative
transactions, as well as the extent to which it can invest in MLPs and certain commodity-linked ETFs.
In addition, each Fund generally must distribute to
its shareholders at least 90% of its investment company taxable income for the taxable year, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss, and at least 90% of its net
tax-exempt interest income (if any) for the taxable year.
If a Fund qualifies as a regulated investment
company that is accorded special tax treatment, it generally will not be subject to U.S. federal income tax on any of the investment company taxable income and net capital gain (
i.e.
, the excess of net
long-term capital gain over net short-term capital loss) it distributes to its shareholders. Each Fund generally intends to distribute at least annually substantially all of its investment company taxable income (computed without regard to the
dividends-paid deduction) and its net capital gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income taxation. Any investment company taxable income or net capital gain retained by a Fund will be subject to
tax at regular corporate rates.
If a Fund
retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice mailed within 60 days of the close of the Fund’s
taxable year to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate
shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of
shares owned by a shareholder of a Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding
sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.
In determining its net capital gain, including in
connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a regulated investment company generally may elect to treat part or all of any post-October
capital loss (defined as any net capital loss attributable to the portion of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable
year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion of the taxable year after October 31, if any, and its (ii) other net
ordinary loss attributable to the portion of the taxable year after December 31) as if incurred in the succeeding taxable year.
In order to comply with the distribution
requirements described above applicable to regulated investment companies, a Fund generally must make the distributions in the same taxable year that it realizes the income and gain, although in certain circumstances, a Fund may make the
distributions in the following taxable year in respect of income and gains from the prior taxable year. Shareholders generally are taxed on any distributions from a Fund in the year they are actually distributed. If a Fund declares a distribution to
shareholders of record in October, November or December of one calendar year and pays the distribution in January of the following calendar year, however, the Fund and its shareholders will be treated as if the Fund paid the distribution on December
31 of the earlier year.
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If a Fund were to fail to meet the income,
diversification or distribution test described above, the Fund could in some cases cure such failure including by paying a fund-level tax or interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or
otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a regulated investment company accorded special tax treatment under the Code for such year, (i) it would be taxed in the same manner as an ordinary corporation
without any deduction for its distributions to shareholders, and (ii) each Participating Insurance Company separate account invested in the Fund would fail to satisfy the diversification requirements described below (See
Taxation – Special Tax Considerations for Separate Accounts of Participating Insurance Companies
), with the result that the Contracts supported by that account may no longer be eligible for
tax deferral. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company.
Excise Tax
Amounts not distributed on a timely basis by regulated investment
companies in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax at the Fund level. This excise tax, however, is generally inapplicable to any regulated investment company whose sole shareholders are
separate accounts of insurance companies funding Contracts, Qualified Plans, Other Eligible Investors, or other regulated investment companies that are also exempt from the excise tax. If a Fund is subject to the excise tax requirements and the Fund
fails to distribute by December 31 of each calendar year at least the sum of 98% of its ordinary income for that year (excluding capital gains and losses) and 98.2% of its capital gain net income (adjusted for net ordinary losses) for the one-year
period ending on October 31 of that year (or the last day of the Fund’s taxable year ending in December of that year if the Fund so elects), and any of its ordinary income and capital gain net income from previous years that were not
distributed during such years, the Fund will be subject to the excise tax. For these purposes, ordinary gains and losses from the sale, exchange, or other taxable disposition of property that would be taken properly into account after October 31 of
a calendar year are generally treated as arising on January 1 of the following calendar year. For purposes of the excise tax, a Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable
year ending within the calendar year. Each Fund generally intends to actually distribute or be deemed to have distributed substantially all of its ordinary income and capital gain net income, if any, by the end of each calendar year and, thus,
expects not to be subject to the excise tax. However, no assurance can be given that a Fund will not be subject to the excise tax.
Capital Loss Carryovers
Capital losses in excess of capital gains (“net capital
losses”) are not permitted to be deducted against a Fund’s net investment income. Instead, potentially subject to certain limitations, a Fund is able to carry forward a net capital loss from any taxable year to offset its capital gains,
if any, realized during a subsequent taxable year.
If a Fund incurs or has incurred net capital losses
in taxable years beginning after December 22, 2010 (“post-2010 losses”), those losses will be carried forward to one or more subsequent taxable years without expiration; any such carryover losses will retain their character as short-term
or long-term. If a Fund incurred net capital losses in a taxable year beginning on or before December 22, 2010 (“pre-2011 losses”), the Fund is permitted to carry such losses forward for eight taxable years; in the year to which they are
carried over, such losses are treated as short-term capital losses that first offset short-term capital gains, and then offset any long-term capital gains. The Fund must use any post 2010-losses, which will not expire, before it uses any pre-2011
losses. This increases the likelihood that pre-2011 losses will expire unused at the conclusion of the eight-year carryover period.
Capital gains that are offset by carried forward
capital losses are not subject to fund-level U.S. federal income taxation, regardless of whether they are distributed to shareholders. Accordingly, the Funds do not expect to distribute any such capital gains. The Funds cannot carry back or carry
forward any net operating losses (defined as deductions and ordinary losses in excess of ordinary income).
The total capital loss carryovers below include
post-October losses, if applicable.
Fund
|
Total
Capital Loss
Carryovers
|
Amount
Expiring in
|
|
Amount
not Expiring
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
|
Short-term
|
Long-term
|
For
Funds with fiscal period ending December 31
|
VP
– Cash Management Fund
|
$2,534,216
|
$2,520
|
$0
|
$210,492
|
$2,314,650
|
$6,554
|
$0
|
|
$0
|
$0
|
VP
– Commodity Strategy Fund
(a)
|
$423
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
$423
|
$0
|
VP
– High Yield Bond Fund
|
$87,531,642
|
$0
|
$0
|
$15,274,092
|
$72,257,550
|
$0
|
$0
|
|
$0
|
$0
|
VP
– Income Opportunities Fund
|
$6,367,733
|
$0
|
$0
|
$6,367,733
|
$0
|
$0
|
$0
|
|
$0
|
$0
|
VP
– International Opportunities Fund
|
$57,353,100
|
$0
|
$0
|
$9,160,020
|
$48,193,080
|
$0
|
$0
|
|
$0
|
$0
|
VP
– Select International Equity Fund
|
$114,274,696
|
$0
|
$0
|
$967,669
|
$113,307,027
|
$0
|
$0
|
|
$0
|
$0
|
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|
Fund
|
Total
Capital Loss
Carryovers
|
Amount
Expiring in
|
Amount
not Expiring
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
Short-term
|
Long-term
|
VP
– TCW Core Plus Bond Fund
|
$23,003,298
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$21,829,650
|
$1,173,648
|
VP
– U.S. Government Mortgage Fund
|
$23,723,085
|
$0
|
$0
|
$0
|
$6,657,278
|
$0
|
$0
|
$15,164,997
|
$1,900,810
|
VP
– Wells Fargo Short Duration Government Fund
|
$7,977,168
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$7,977,168
|
$0
|
(a)
|
For the period from April 30,
2013 (commencement of operations) to December 31, 2013.
|
Taxation of Fund Investments
In general, realized gains or losses on the sale of securities held
by a Fund will be treated as capital gains or losses, and long-term capital gains or losses if the Fund has held or is deemed to have held the securities for more than one year at the time of disposition.
If a Fund purchases a debt obligation with original
issue discount (OID) (generally a debt obligation with an issue price less than its stated principal amount, such as a zero-coupon bond), the Fund may be required to annually include in its income a portion of the OID as ordinary income, even though
the Fund will not receive cash payments for such discount until maturity or disposition of the obligation, and depending on market conditions and the credit quality of the bond, might not ever receive cash for such discount. OID on tax exempt bonds
is generally not subject to U.S. federal income tax (but may be subject to the U.S. federal alternative minimum tax or "AMT").
Inflation-protected bonds generally can be expected
to produce OID income as their principal amounts are adjusted upward for inflation. In general, gains recognized on the disposition of (or the receipt of any partial payment of principal on) a debt obligation (including a municipal obligation)
purchased by a Fund at a market discount, generally at a price less than its principal amount, will be treated as ordinary income to the extent of the portion of market discount which accrued, but was not previously recognized pursuant to an
available election, during the term that the Fund held the debt obligation.
A Fund generally will be required to make
distributions to shareholders representing the OID or market discount (if an election is made by the Fund to include market discount over the holding period of the applicable debt obligation) on debt securities that is currently includible in
income, even though the cash representing such income may not have been received by the Fund, and depending on market conditions and the credit quality of the bond, might not ever be received. Cash to pay such distributions may be obtained from
borrowing or from sales proceeds of securities held by a Fund which the Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Fund. In addition, payment-in-kind securities similarly will give rise to
income which is required to be distributed and is taxable even though a Fund receives no cash interest payment on the security during the year. A portion of the interest paid or accrued on certain high-yield discount obligations (such as high-yield
corporate debt securities) may not (and interest paid on debt obligations owned by a Fund that are considered for tax purposes to be payable in the equity of the issuer or a related party will not) be deductible to the issuer, possibly affecting the
cash flow of the issuer.
If a Fund invests in
debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. Tax rules are not entirely clear about
issues such as: (1) whether a Fund should recognize market discount on a debt obligation and, if so, (2) the amount of market discount the Fund should recognize, (3) when a Fund may cease to accrue interest, OID or market discount, (4) when and to
what extent deductions may be taken for bad debts or worthless securities and (5) how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by a Fund when, as
and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.
Very generally, when a Fund purchases a bond at a
price that exceeds the redemption price at maturity – that is, at a premium – the premium is amortizable over the remaining term of the bond.
If an option granted by a Fund is sold, lapses or is
otherwise terminated through a closing transaction, such as a repurchase by the Fund of the option from its holder, the Fund generally will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than
the amount paid by the Fund in the closing transaction, unless the option is subject to section 1256 of the Code, described below. Some capital losses realized by a Fund in the sale, exchange, exercise or other disposition of an option may be
deferred if they result from a position that is part of a “straddle,” discussed below. If securities are sold by a Fund pursuant to the exercise of a covered call option granted by it, the Fund generally will add the premium received to
the sale price of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by a Fund pursuant to the exercise of a put option granted by it, the Fund generally will subtract the premium received
from its cost basis in the securities purchased.
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Some regulated futures contracts, foreign currency
contracts, and non-equity, listed options that may be used by a Fund will be deemed “Section 1256 contracts.” A Fund will be required to “mark to market” any such contracts held at the end of the taxable year by treating them
as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the “mark-to-market” rule, generally
will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as entirely ordinary income or loss as
described below. These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the “60%/40%” rule and may
require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts, and non-equity options.
Foreign exchange gains and losses realized by a Fund
in connection with certain transactions involving foreign currency-denominated debt securities, certain options, futures contracts, forward contracts and similar instruments relating to foreign currencies, or payables or receivables denominated in a
foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Fund’s income. Under future U.S. Treasury
Regulations, any such transactions that are not directly related to a Fund’s investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the
Fund to satisfy the 90% qualifying income test described above. If the net foreign exchange loss exceeds a Fund’s net investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for
such year will not be available as a carryover and thus cannot be deducted by the Fund in future years.
A Fund’s transactions in securities and
certain types of derivatives (
e.g.
, options, futures contracts, forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions may be subject to
special tax rules, such as the notional principal contract, straddle, constructive sale, wash-sale, mark-to-market (“Section 1256”), or short-sale rules, the effect of which may be to accelerate income to the Fund, defer losses to the
Fund, or change the character of the Fund’s income. Rules governing the U.S. federal income tax aspects of certain of these transactions, including certain commodity-linked investments, are in a developing stage and are not entirely clear in
certain respects. Accordingly, while each Fund intends to account for such transactions in a manner it deems to be appropriate, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could
be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid fund-level tax. Certain requirements that must
be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain derivatives or commodity-linked transactions.
If a Fund enters into a “constructive
sale” of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect
to that position. A constructive sale of an appreciated financial position occurs when a Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including, but not limited to: (i) a short sale;
(ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future U.S. Treasury Regulations. The character of the gain from constructive sales will depend upon a Fund’s holding
period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend
upon a Fund’s holding period in the position beginning with the date the constructive sale was deemed to have occurred and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to certain
closed transactions, including if such a transaction is closed on or before the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the
day such transaction was closed.
The amount of
long-term capital gain a Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Code’s constructive ownership rules. The amount of long-term capital gain is
limited to the amount of such gain the Fund would have had if the Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is
imposed on the amount of gain that is treated as ordinary income.
If a Fund receives a payment in lieu of dividends (a
“substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not be eligible for the dividends received deduction for corporate shareholders. A dividends-received deduction is a
deduction that may be available to corporate shareholders, subject to limitations and other rules, on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly by the corporate
shareholder, would qualify for such a deduction. For eligible corporate shareholders, the dividends-received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic
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|
184
|
corporation will be eligible for the deduction only if certain
holding period and other requirements are met. These requirements are complex; therefore, corporate shareholders of the Funds are urged to consult their own tax advisors and financial planners. Similar consequences may apply to repurchase and other
derivative transactions.
A Fund’s
transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions may be subject to special tax
rules, such as the notional principal contract, straddle, constructive sale, wash-sale, mark-to-market (“Section 1256”), or short-sale rules, the effect of which may be to accelerate income to the Fund defer losses to the Fund, or change
the character of the Fund’s income.
Certain of a Fund’s investments in derivative
instruments and foreign currency-denominated instruments, as well as any of its foreign currency transactions and hedging activities, are likely to produce a difference between its book income and its taxable income. If a Fund’s book income is
less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment.
Rules governing the U.S. federal income tax aspects
of derivatives, including swap agreements and certain commodity-linked investments, are in a developing stage and are not entirely clear in certain respects. Accordingly, while each Fund intends to account for such transactions in a manner it deems
to be appropriate, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the
relevant requirements to maintain its qualification as a regulated investment company and avoid fund-level tax. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the
extent to which a Fund will be able to engage in certain derivatives or commodity-linked transactions.
Certain of the Funds employ a multi-manager approach
in which the Investment Manager and one or more investment subadvisers each provide day-to-day portfolio management for a portion (or “sleeve”) of the Fund’s assets. Due to this multi-manager approach, certain of these Funds’
investments may be more likely to be subject to one or more special tax rules (including, but not limited to, wash sale, constructive sale, short sale, and straddle rules) that may affect the timing, character and/or amount of a Fund’s
distributions to shareholders.
Any investment
by a Fund in equity securities of a REIT may result in the Fund’s receipt of cash in excess of the REIT’s earnings. Investments in equity securities of a REIT also may require a Fund to accrue and distribute income not yet received. To
generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold.
Amounts realized by a Fund from sources within
foreign countries (
e.g.
, dividends or interest paid on foreign securities) may be subject to withholding and other taxes imposed by such countries; such taxes would reduce the Fund’s return on those
investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.
A Fund may invest directly or indirectly in residual
interests in REMICs or equity interests in taxable mortgage pools (TMPs). Under an IRS notice, and U.S. Treasury Regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income (including income allocated to
the Fund from a REIT, a regulated investment company or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject
to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated
investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly.
In general, excess inclusion income allocated to
shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual
retirement account, a 401(k) plan, a Keogh plan or certain other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax
return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax, and (iv) in the case of a Participating Insurance Company separate account
supporting a Contract, cannot be offset by an adjustment to the reserves and thus is currently taxed notwithstanding the more general tax deferral available to Participating Insurance Company separate accounts funding Contracts.
Income of a Fund that would be UBTI if earned
directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the Fund. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund
if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
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Some amounts received by a Fund from its investments
in MLPs will likely be treated as returns of capital because of accelerated deductions available with respect to the activities of MLPs. On the disposition of an investment in such an MLP, the Fund will likely realize taxable income in excess of
economic gain from that asset (or, in later periods, if a Fund does not dispose of the MLP, the Fund will likely realize taxable income in excess of cash flow received by the Fund from the MLP), and the Fund must take such income into account in
determining whether the Fund has satisfied its regulated investment company distribution requirements. The Fund may have to borrow or liquidate securities to satisfy its distribution requirements and meet its redemption requests, even though
investment considerations might otherwise make it undesirable for the Fund to borrow money or sell securities at the time. In addition, distributions attributable to gain from the sale of MLPs that are characterized as ordinary income under the
Code’s recapture provisions will be taxable to Fund shareholders as ordinary income.
As noted above, certain of the ETFs and MLPs in
which a Fund may invest qualify as qualified publicly traded partnerships. In such cases, the net income derived from such investments will constitute qualifying income for purposes of the 90% gross income requirement described earlier for
qualification as a regulated investment company. If, however, such a vehicle were to fail to qualify as a qualified publicly traded partnership in a particular year, a Fund’s investment in that vehicle would be treated as an investment in a
publicly traded partnership subject to taxation as a corporation, which would reduce the amount of income available for distribution by the vehicle to the Fund, and could adversely affect the Fund’s qualification for the asset diversification
test, and thus could adversely affect the Fund’s ability to qualify as a regulated investment company for a particular year. In addition, as described above, the diversification requirement for regulated investment company qualification will
limit a Fund’s investments in one or more vehicles that are qualified publicly traded partnerships to 25% of the Fund’s total assets as of the end of each quarter of the Fund’s taxable year.
“Passive foreign investment companies”
(PFICs) are generally defined as foreign corporations where at least 75% of their gross income for their taxable year is income from passive sources (such as certain interest, dividends, rents and royalties, or capital gains) or at least 50% of
their assets on average produce or are held for the production of such passive income. If a Fund acquires any equity interest in a PFIC, the Fund could be subject to U.S. federal income tax and interest charges on “excess distributions”
received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain actually received by the Fund is timely distributed to its shareholders.
Elections may be available that would ameliorate
these adverse tax consequences, but such elections would require a Fund to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC (in the case of a “QEF
election”), or to mark the gains (and to a limited extent losses) in its interests in the PFIC “to the market” as though the Fund had sold and repurchased such interests on the last day of the Fund’s taxable year, treating
such gains and losses as ordinary income and loss (in the case of a “mark-to-market election”). The QEF and mark-to-market elections may require a Fund to recognize taxable income or gain without the concurrent receipt of cash and
increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate other investments prematurely to meet the minimum distribution requirements described above,
which also may adversely affect the Fund’s total return. Each Fund may attempt to limit and/or manage its holdings in PFICs to minimize tax liability and/or maximize returns from these investments but there can be no assurance that it will be
able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.
A U.S. person, including a Fund, who owns (directly
or indirectly) 10% or more of the total combined voting power of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the controlled foreign corporation (“CFC”) provisions of the Code.
Generally, a CFC is a foreign corporation that is owned (directly, indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. The wholly-owned subsidiaries of VP – Commodity Strategy Fund are
expected to be CFCs in which the Fund owning the Subsidiary will be a U.S. Shareholder. As a U.S. Shareholder, such a Fund is required to include in gross income for U.S. federal income tax purposes all of a CFC’s “subpart F
income,” whether or not such income is actually distributed by the CFC. Subpart F income generally includes net gains from the disposition of stocks or securities, receipts with respect to securities loans, net gains from transactions
(including futures, forward, and similar transactions) in commodities, and net payments received with respect to equity swaps and similar derivatives. Subpart F income is treated as ordinary income, regardless of the character of the CFC’s
underlying income. Net losses incurred by a CFC during a tax year do not flow through to the Fund and thus will not be available to offset income or capital gain generated from the Fund’s other investments. In addition, net losses incurred by
a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in subsequent taxable years. To the extent the Fund recognizes subpart F income in excess of actual cash distributions from a CFC, the Fund may be
required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to its shareholders all of its income and gains and therefore to eliminate any tax liability at the Fund level.
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In addition, if any income earned by a Subsidiary
were treated as “effectively connected” with the conduct of a trade or business in the United States (“effectively connected income” or “ECI”), such income would be subject to both a so-called “branch
profits tax” of 30% and a federal income tax at the rates applicable to U.S. corporations, at the entity level. If, for U.S. federal income tax purposes, a Subsidiary were to earn ECI in connection with its direct investment activities, a
portion or all of the Subsidiary’s income would be subject to these U.S. taxes. The Fund expects that, in general, the activities of the Subsidiary will be conducted in such a manner that it will not be treated as engaged in a U.S. trade or
business, but there can be no assurance that the entity will not recognize any effectively connected income. The imposition of U.S. taxes on ECI could significantly reduce shareholders’ returns on their investments in the Fund. The Fund does
not expect that income from any Subsidiary will be eligible to be treated as qualified dividend income. In addition, the Fund does not expect that distributions from any Subsidiary will be eligible for the dividends-received deduction.
In addition to the investments described above,
prospective shareholders should be aware that other investments made by a Fund may involve complex tax rules that may result in income or gain recognition by the Fund without corresponding current cash receipts. Although each Fund seeks to avoid
significant noncash income, such noncash income could be recognized by a Fund, in which case the Fund may distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, a Fund could
be required at times to liquidate investments prematurely in order to satisfy its minimum distribution requirements, which may accelerate the recognition of gain and adversely affect the Fund’s total return.
Tax Shelter Reporting Regulations
Under U.S. Treasury Regulations, if a shareholder recognizes a loss
of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, including a Participating Insurance Company holding separate accounts, the shareholder must file with the IRS a disclosure statement on IRS Form
8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company, such as Participating Insurance Companies that own shares in a
Fund through their separate accounts, are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult with their tax advisors to determine the applicability of these regulations in light of their individual
circumstances.
Taxation – Funds Expecting
to Be Treated as Partnerships
The following sections apply
only to the following Funds and their shareholders: VP – Aggressive Portfolio, VP – Balanced Fund, VP – Conservative Portfolio, VP – Dividend Opportunity Fund, VP – Holland Large Cap Growth Fund, VP – Jennison Mid
Cap Growth Fund, VP – Large Cap Growth Fund, VP – Large Core Quantitative Fund, VP – Loomis Sayles Growth Fund, VP – MFS Value Fund, VP – Managed Volatility Moderate Growth Fund, VP – Mid Cap Growth Opportunity
Fund, VP – Mid Cap Value Opportunity Fund, VP – Moderately Aggressive Portfolio, VP – Moderately Conservative Portfolio, VP – Moderate Portfolio, VP – NFJ Dividend Value Fund, VP – Nuveen Winslow Large Cap Growth
Fund, VP – Partners Small Cap Growth Fund, VP – Partners Small Cap Value Fund, VP – S&P 500 Index Fund, VP – Select Large-Cap Value Fund, VP – Select Smaller-Cap Value Fund, VP – Sit Dividend Growth Fund, VP
– U.S. Equities Fund and VP – Victory Established Value Fund (collectively, the “Partnership Funds”):
Fund Status
For U.S. federal income tax purposes, each Fund expects to be
treated as a partnership and not as an association taxable as a corporation, and does not expect to be a “publicly traded partnership” as defined in Section 7704 of the Code. Each Fund considers itself to be a separate entity for U.S.
federal income tax purposes. Thus, each Fund and its shareholders should not be required to take into account the assets, operations, or shareholders of other series of the Trust for U.S. federal income tax purposes
(
e.g.
, for purposes of determining possible characterization as a publicly traded partnership). If a Fund were determined to be a publicly traded partnership taxable as a corporation, (i) it generally would be
subject to tax at the Fund level on its earnings and profits at regular corporate income tax rates, and (ii) each Participating Insurance Company separate account invested in the Fund would fail to satisfy the separate diversification requirements
described below (See
Taxation – Special Tax Considerations for Separate Accounts of Participating Insurance Companies
), with the result that the Contracts supported by that account would
no longer be eligible for tax deferral.
As a
partnership, a Fund is not itself subject to U.S. federal income tax. Instead, each shareholder will be required to take into account for U.S. federal income tax purposes its allocable share of a Fund’s income, gains, losses, deductions,
credits, and other tax items, without regard to whether such shareholder has received or will receive corresponding distributions from the Fund. Allocations of these tax items, for U.S. federal income tax purposes, generally will be made in
accordance with the economics of the Funds. Such items when allocated to a shareholder will generally retain their character as qualifying for particular tax
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treatment (
e.g.,
eligibility for dividends-received deduction) when received by a taxable shareholder such as a Participating Insurance Company; this “pass-through” of tax characteristics will generally not affect holders of Contracts funded by a Fund or
participants in Qualified Plans investing in a Fund.
Taxation of Fund Investments
Any investment by a Fund in foreign securities may subject the Fund
and/or its shareholders (whether or not shareholders receive any distributions with respect to such investments), directly or indirectly, to taxation, including withholding or other taxes on dividends, interest, or capital gains, and/or tax filing
obligations in foreign jurisdictions. A Fund and/or its shareholders may otherwise be subject to foreign taxation on repatriation proceeds generated from those securities or to other transaction-based foreign taxes on those securities.
A U.S. person, including a Fund, who owns, directly
or indirectly, 10% or more of the total combined voting power of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the controlled foreign corporation (“CFC”) provisions of the Code. A CFC
is a foreign corporation that, on any day of its taxable year, is owned (directly, indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. The wholly-owned subsidiary of VP – Commodity Strategy
Fund (for purposes of this paragraph, a Fund) is expected to be a CFC in which the Fund will be a U.S. Shareholder. As a U.S. Shareholder, the Fund is required to include in gross income for U.S. federal income tax purposes all of a CFC’s
“subpart F income,” whether or not such income is actually distributed by the CFC, provided that the foreign corporation has been a CFC for at least 30 uninterrupted days in its taxable year. Subpart F income generally includes interest,
OID, dividends, net gains from the disposition of stocks or securities, receipts with respect to securities loans, net gains from transactions (including futures, forward, and similar transactions) in commodities, and net payments received with
respect to equity swaps and similar derivatives. Subpart F income is treated as ordinary income, regardless of the character of the CFC’s underlying income. Net losses incurred by a CFC during a tax year do not flow through to a Fund and thus
will not be available to offset income or capital gain generated from a Fund’s other investments. In addition, net losses incurred by a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in
subsequent taxable years.
A Fund may invest in
PFICs, which also are subject to special tax rules. Shareholders of a Fund that invests in a CFC, including a Subsidiary, or a PFIC may be subject to special reporting and filing requirements in respect of their indirect investment in such
instruments. Shareholders should consult their tax advisors in this regard.
Under a notice issued by the IRS in October 2006 and
Treasury regulations that have not yet been issued, but may apply retroactively, a portion of a Fund’s income (including income allocated to a Fund from a pass-through entity) that is attributable to a residual interest in a REMIC or an equity
interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a
partnership, such as the Funds, will be allocated to shareholders of the partnership consistent with their allocation of other items of income, with the same consequences as if the shareholders held the related interest directly.
In general, excess inclusion income allocated to
shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute UBTI to entities (including a Qualified Plan, an individual retirement account, a 401(k) plan, a Keogh
plan, or certain other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income to file a tax return and pay tax on such income, (iii) in the case of a foreign shareholder,
will not qualify for any reduction in U.S. federal withholding tax, and (iv) in the case of a Participating Insurance Company separate account supporting a Contract, cannot be offset by an adjustment to the reserves and thus is currently taxed
notwithstanding the more general tax deferral available to Participating Insurance Company separate accounts funding Contracts.
In addition, to the extent that a shareholder has
borrowed to finance shares of a Fund or a Fund holds property that constitutes debt-financed property (
e.g.,
securities purchased on margin), income attributable to such property allocated to a shareholder
that is an exempt organization may constitute UBTI. Certain of a Fund’s other investments or activities may also generate UBTI. Furthermore, the IRS may take the position that certain of a Fund’s investments in derivative instruments
should be reclassified in a manner that gives rise to UBTI. In addition, reverse repurchase agreements may, under certain conditions, be characterized as secured loans, the proceeds of which could be used to acquire assets that would, therefore,
give rise to debt-financed income. If a Fund generates UBTI, a tax-exempt shareholder in the Fund generally would be required to file a tax return and could incur tax liability on such shareholder’s allocable share of that UBTI. Each Fund
currently does not expect to leverage its investments.
Qualified Plans and other tax-exempt shareholders
should consult their own tax advisors concerning the possible effects of UBTI on their own tax situation as well as the general tax implications of an investment in a Fund.
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U.S. Tax Shelter Rules
A Fund may engage in transactions or make investments that would
subject the Fund, its shareholders, and/or its “material advisors,” as defined in Treas. Reg. Sec. 301.6112-1(c)(1), to special rules requiring such transactions or investments by the Fund or investments in the Fund to be reported and/or
otherwise disclosed to the IRS, including to the IRS’s Office of Tax Shelter Analysis (the “Tax Shelter Rules”). A transaction may be subject to reporting or disclosure if it is described in any of several categories of
“reportable transactions”, which include, among others, transactions that result in the incurrence of a loss or losses exceeding certain thresholds or that are offered under conditions of confidentiality. Although each Fund does not
expect to engage in transactions solely or principally for the purpose of achieving a particular tax consequence, there can be no assurance that a Fund will not engage in transactions that trigger the Tax Shelter Rules. In addition, a shareholder
may have disclosure obligations with respect to its shares in a Fund if the shareholder (or the Fund in certain cases) participates in a reportable transaction.
Shareholders should consult their own tax advisors
about their obligation to report or disclose to the IRS information about their investment in a Fund and participation in a Fund’s income, gain, loss, deduction, or credit with respect to transactions or investments subject to these rules.
In addition, pursuant to these rules, a Fund may provide to its material advisors identifying information about the Fund’s shareholders and their participation in the Fund and the Fund’s income, gain, loss,
deduction, or credit from those transactions or investments, and the Fund or its material advisors may disclose this information to the IRS upon its request. Significant penalties may apply for failure to comply with these rules.
In addition, an excise tax and additional disclosure
requirements may apply to certain tax-exempt entities that are “parties” to certain types of prohibited tax shelter transactions. Qualified Plans and other tax-exempt shareholders should consult with their tax advisors in this
regard.
In certain circumstances, a Fund
and/or a Fund’s tax advisor may make special disclosures to the IRS of certain positions taken by the Fund.
Special Tax Considerations for Separate Accounts of
Participating Insurance Companies (all Funds except VP – Core Equity Fund)
Under the Code, if the investments of a segregated asset account,
such as the separate accounts of Participating Insurance Companies, are “adequately diversified,” and certain other requirements are met, a holder of a Contract supported by the account will receive favorable tax treatment in the form of
deferral of tax until a distribution is made under the Contract.
In general, the investments of a segregated asset
account are considered to be “adequately diversified” only if: (i) no more than 55% of the value of the total assets of the account is represented by any one investment; (ii) no more than 70% of the value of the total assets of the
account is represented by any two investments; (iii) no more than 80% of the value of the total assets of the account is represented by any three investments; and (iv) no more than 90% of the value of the total assets of the account is represented
by any four investments. Section 817(h) provides as a safe harbor that a segregated asset account is also considered to be “adequately diversified” if it meets the regulated investment company diversification tests described earlier and
no more than 55% of the value of the total assets of the account is attributable to cash, cash items (including receivables), U.S. Government securities, and securities of other regulated investment companies.
In general, all securities of the same issuer are
treated as a single investment for such purposes, and each U.S. Government agency and instrumentality is considered a separate issuer. However, Treasury Regulations provide a “look-through rule” with respect to a segregated asset
account’s investments in a regulated investment company or partnership for purposes of the applicable diversification requirements, provided certain conditions are satisfied by the regulated investment company or partnership. In particular,
(i) if the beneficial interests in the regulated investment company or partnership are held by one or more segregated asset accounts of one or more insurance companies, and (ii) if public access to such regulated investment company or partnership is
available exclusively through the purchase of a Contract, then a segregated asset account’s beneficial interest in the regulated investment company or partnership is not treated as a single investment. Instead, a pro rata portion of each asset
of the regulated investment company or partnership is treated as an asset of the segregated asset account. Look-through treatment is also available if the two requirements above are met and notwithstanding the fact that beneficial interests in the
regulated investment company or partnership are also held by Qualified Plans and Other Eligible Investors. Additionally, to the extent a Fund meeting the above conditions invests in underlying regulated investment companies or partnerships that
themselves are owned exclusively by insurance company separate accounts, Qualified Plans, or Other Eligible Investors, the assets of those underlying regulated investment companies or partnerships generally should be treated as assets of the
separate accounts investing in the Fund.
As
indicated above, the Trust intends that each of the RIC Funds will qualify as a regulated investment company or, in the case of the Partnership Funds, as a partnership that is not a “publicly traded partnership,” under the Code. The
Trust also intends to cause each Fund to satisfy the separate diversification requirements imposed by Section 817(h) of the Code and applicable Treasury Regulations at all times to enable the corresponding separate accounts to be “adequately
diversified.” In addition, the
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Trust intends that each Fund will qualify for the
“look-through rule” described above by limiting the investment in each Fund’s shares to Participating Insurance Company separate accounts, Qualified Plans and Other Eligible Investors. Accordingly, the Trust intends that each
Participating Insurance Company, through its separate accounts, will be able to treat its interests in a Fund as ownership of a pro rata portion of each asset of the Fund, so that individual holders of the Contracts underlying the separate account
will qualify for favorable U.S. federal income tax treatment under the Code. However, no assurance can be made in that regard.
Failure by a Fund to satisfy the Section 817(h)
requirements by failing to comply with the “55%-70%-80%-90%” diversification test or the safe harbor described above, or by failing to comply with the “look-through rule,” could cause the Contracts to lose their favorable tax
status and require a Contract holder to include currently in ordinary income any income accrued under the Contracts for the current and all prior taxable years. Under certain circumstances described in the applicable Treasury Regulations,
inadvertent failure to satisfy the Section 817(h) diversification requirements may be corrected; such a correction would require a payment to the IRS. Any such failure could also result in adverse tax consequences for the Participating Insurance
Company issuing the Contracts.
The IRS has
indicated that a degree of investor control over the investment options underlying a Contract may interfere with the tax-deferred treatment of such Contracts. The IRS has issued rulings addressing the circumstances in which a Contract holder’s
control of the investments of the separate account may cause the holder, rather than the insurance company, to be treated as the owner of the assets held by the separate account. If the holder is considered the owner of the securities underlying the
separate account, income and gains produced by those securities would be included currently in the holder’s gross income.
In determining whether an impermissible level of
investor control is present, one factor the IRS considers is whether a Fund’s investment strategies are sufficiently broad to prevent a Contract holder from being deemed to be making particular investment decisions through its investment in
the separate account. For this purpose, current IRS guidance indicates that typical fund investment strategies, even those with a specific sector or geographical focus, are generally considered sufficiently broad. Most, although not necessarily all,
of the Funds have objectives and strategies that are not materially narrower than the investment strategies held not to constitute an impermissible level of investor control in recent IRS rulings (such as large company stocks, international stocks,
small company stocks, mortgage-backed securities, money market securities, telecommunications stocks and financial services stocks).
The above discussion addresses only one of several
factors that the IRS considers in determining whether a Contract holder has an impermissible level of investor control over a separate account. Contract holders should consult with their Participating Insurance Companies and their own tax advisors,
as well as the prospectus relating to their particular Contract, for more information concerning this investor control issue.
In the event that additional rules, regulations or
other guidance is issued by the IRS or the Treasury Department concerning this issue, such guidance could affect the treatment of a Fund as described above, including retroactively. In addition, there can be no assurance that a Fund will be able to
continue to operate as currently described, or that the Fund will not have to change its investment objective or investment policies in order to prevent, on a prospective basis, any such rules and regulations from causing Contract owners to be
considered the owners of the shares of the Fund.
Certain Shareholder Reporting and Withholding
Requirements (All Funds)
Shareholders that are U.S. persons
and own, directly or indirectly, more than 50% of a Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” (if any), on FinCEN Form 114, Report of Foreign Bank
and Financial Accounts (FBAR). Shareholders should consult their intermediaries through which a Fund investment is made (if applicable), as well as their tax advisors to determine the applicability to them of this reporting requirement.
FATCA generally requires a Fund to obtain
information sufficient to identify the status of each of its shareholders under FATCA. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a Fund may be required to withhold under FATCA at a rate of 30% with
respect to that shareholder on dividends, including Capital Gain Dividends, and the proceeds of the sale, redemption or exchange of Fund shares; depending on the nature of the distribution, such withholding would begin as early as July 1,
2014.
Each prospective investor is urged to
consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.
Special Considerations for Contract Holders and Plan
Participants
The foregoing discussion does not address the
tax consequences to Contract holders or Qualified Plan participants of an investment in a Contract or participation in a Qualified Plan. Contract holders investing in a Fund through a Participating Insurance Company separate account, Qualified Plan
participants, or persons investing in a Fund through Other Eligible
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Investors are urged to consult with their Participating Insurance
Company, Qualified Plan sponsor, or Other Eligible Investor, as applicable, and their own tax advisors, for more information regarding the U.S. federal income tax consequences to them of an investment in a Fund.
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF
SECURITIES
Management Ownership
All shares of the Variable Portfolio funds are owned by life
insurance companies and Qualified Plans, and are not available for purchase by individuals. Consequently, as of [March 31, 2014] the Trustees and Officers of the Trusts, as a group, beneficially owned less than 1% of each class of shares of each
Fund.
The tables below identify the names,
address and ownership percentage of each person who owns of record or is known by the Trusts to own beneficially 5% or more of any class of a Fund’s outstanding shares (Principal Holders) or 25% or more of a Fund’s outstanding shares
(Control Persons). A shareholder who beneficially owns more than 25% of a Fund’s shares is presumed to “control” the Fund, as that term is defined in the 1940 Act, and may have a significant impact on matters submitted to a
shareholder vote. A shareholder who beneficially owns more than 50% of a Fund’s outstanding shares may be able to approve proposals, or prevent approval of proposals, without regard to votes by other Fund shareholders. Additional information
about Control Persons, if any, is provided following the tables. The information provided for each Fund is as of a date no more than 30 days prior to the date of filing a post-effective amendment to the applicable Trust’s registration
statement with respect to such Fund.
All the
shares of the Funds are held of record by sub-accounts of separate accounts of Participating Insurance Companies on behalf of the owners of VLI policies or VA contracts, by Qualified Plans, by the Investment Manager, by the general account of
SunLife Insurance Company (SunLife) or by certain other eligible investors. At all meetings of shareholders of the Funds each Participating Insurance Company or Qualified Plan sponsor will vote the shares held of record by sub-accounts of its
separate accounts only in accordance with the instructions received from the VLI policy, VA contract owners or Qualified Plan participant on behalf of whom such shares are held. All such shares as to which no instructions are received (as well as,
in the case of SunLife, all shares held by its general account) will be voted in the same proportion as shares as to which instructions are received (with SunLife’s general account shares being voted in the proportions determined by
instructing owners of SunLife VLI policies or VA contracts). Accordingly, each Participating Insurance Company or Qualified Plan sponsor disclaims beneficial ownership of the shares of the Funds held of record by the sub-accounts of its separate
accounts (or, in the case of SunLife, its general account).
The information below is as of [March 31,
2014].
Funds with Fiscal Period Ending December
31:
Except as otherwise indicated, the information below is
as of March 31, 2014:
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– Balanced Fund
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
93.39%
|
93.39%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
6.15%
|
N/A
|
VP
– Cash Management Fund
|
JPMCB
NA CUST FOR
VP CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
48.48%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
28.27%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.49%
|
55.15%
|
Class
3
|
87.52%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
6.96%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
192
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.20%
|
N/A
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
1
|
11.32%
|
N/A
|
VP
– Commodity Strategy Fund
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.80%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
51.18%
|
50.77%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
28.85%
|
28.62%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.97%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
92.79%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.26%
|
N/A
|
VP
– Core Equity Fund
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
1
|
100.00%
|
100.00%
|
VP
– Diversified Bond Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.41%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
43.70%
|
28.49%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
23.12%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.00%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
97.04%
|
31.94%
|
Class
3
|
91.65%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.83%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
193
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– Dividend Opportunity Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.46%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.89%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.71%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
37.98%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
27.13%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.13%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
65.06%
|
34.25%
|
Class
3
|
90.38%
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
26.53%
|
N/A
|
VP
– Emerging Markets Bond Fund
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
60.18%
|
58.86%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
28.18%
|
27.57%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.79%
|
N/A
|
|
MIDLAND
NATIONAL LIFE INS CO
4350 WESTOWN PKWY
WEST DES MOINES IA 50266-1036
|
Class
2
|
19.64%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
76.62%
|
N/A
|
VP
– Emerging Markets Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.64%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
194
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.09%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.65%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
38.82%
|
26.77%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
27.86%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.86%
|
27.24%
|
Class
3
|
87.34%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
7.19%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.23%
|
N/A
|
VP
– Global Bond Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
26.06%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
36.75%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
18.81%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.28%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.36%
|
34.68%
|
Class
3
|
94.25%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.75%
|
N/A
|
VP
– High Yield Bond Fund
|
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN AKSHAY RAJPUT
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
|
Class
1
|
100.00%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.05%
|
92.94%
|
Class
3
|
92.79%
|
Statement
of Additional Information – [May 1, 2015]
|
195
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– Income Opportunities Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP – MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.87%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.22%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
43.64%
|
30.70%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
20.17%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.34%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
82.09%
|
26.28%
|
Class
3
|
92.90%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
7.73%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.12%
|
N/A
|
VP
– Select International Equity Fund
|
INDEPENDENCE
LIFE AND ANNUITY CO
C/O SUN LIFE FINANCIAL
PO BOX 9133
WELLESLEY HILLS MA 02481-9133
|
Class
1
|
7.25%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
82.75%
|
89.25%
|
Class
3
|
93.06%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
6.74%
|
N/A
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
1
|
83.18%
|
N/A
|
Class
2
|
14.42%
|
VP
– Large Cap Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.13%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.50%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
196
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.20%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
37.75%
|
31.19%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
26.40%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.59%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
55.38%
|
N/A
|
Class
3
|
95.81%
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
35.22%
|
N/A
|
|
SUN
LIFE INSURANCE AND ANNUITY CO
OF NEW YORK
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
5.51%
|
N/A
|
VP
– Large Core Quantitative Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.55%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.27%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.21%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
32.90%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
25.38%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.66%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
97.28%
|
53.00%
|
Class
3
|
91.53%
|
Statement
of Additional Information – [May 1, 2015]
|
197
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.85%
|
N/A
|
VP
– Limited Duration Credit Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.43%
|
N/A
|
|
JPMCB
NA CUST FOR
VP CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.50%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
48.51%
|
48.36%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
19.28%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
14.57%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
93.87%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.06%
|
N/A
|
VP
– Marsico 21st Century Fund
|
HARTFORD
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT
ATTN DAVID TEN BROECK
P O BOX 2999
HARTFORD CT 06104-2999
|
Class
1
|
72.96%
|
N/A
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (US)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HLS MA 02481-9134
|
Class
2
|
90.93%
|
85.48%
|
|
SUN
LIFE INSURANCE AND ANNUITY
COMPANY OF NEW YORK
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
5.90%
|
N/A
|
|
TRANSAMERICA
LIFE INSURANCE CO
RETIREMENT BUILDER VARIABLE
ANNUITY ACCOUNT
4333 EDGEWOOD RD NE
ATTN FMD ACCOUNTING
CEDAR RAPIDS IA 52499-0001
|
Class
1
|
10.78%
|
N/A
|
|
VARIABLE
SEPARATE ACCOUNT OF
ANCHOR NATIONAL LIFE INSURANCE CO
2727-A ALLEN PARKWAY, 4-D1
ATTN: VARIABLE ANNUITY ACCOUNTING
HOUSTON TX 77019-2107
|
Class
1
|
15.49%
|
N/A
|
VP
– Marsico Focused Equities Fund
|
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN AKSHAY RAJPUT
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
|
Class
2
|
100.00%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
198
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
HARTFORD
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT
ATTN DAVID TEN BROECK
P O BOX 2999
HARTFORD CT 06104-2999
|
Class
1
|
45.47%
|
45.46%
|
|
TRANSAMERICA
LIFE INSURANCE CO
RETIREMENT BUILDER VARIABLE
ANNUITY ACCOUNT
4333 EDGEWOOD RD NE
ATTN FMD ACCOUNTING
CEDAR RAPIDS IA 52499-0001
|
Class
1
|
6.40%
|
N/A
|
|
VARIABLE
SEPARATE ACCOUNT OF
ANCHOR NATIONAL LIFE INSURANCE CO
2727-A ALLEN PARKWAY, 4-D1
ATTN: VARIABLE ANNUITY ACCOUNTING
HOUSTON TX 77019-2107
|
Class
1
|
47.17%
|
47.16%
|
VP
– Marsico Growth Fund
|
GE
LIFE & ANNUITY ASSURANCE CO
ATTN VARIABLE ACCOUNTING
6610 W BROAD ST BLDG 3 5TH FL
RICHMOND VA 23230-1702
|
Class
1
|
11.81%
|
N/A
|
|
HARTFORD
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT
ATTN DAVID TEN BROECK
P O BOX 2999
HARTFORD CT 06104-2999
|
Class
1
|
8.67%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
1
|
69.73%
|
61.34%
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (US)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HLS MA 02481-9134
|
Class
2
|
91.79%
|
N/A
|
|
SUN
LIFE INSURANCE AND ANNUITY
COMPANY OF NEW YORK (NY)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
6.64%
|
N/A
|
VP
– International Opportunities Fund
|
GE
LIFE & ANNUITY ASSURANCE CO
ATTN VARIABLE ACCOUNTING
6610 W BROAD ST BLDG 3 5TH FL
RICHMOND VA 23230-1702
|
Class
2
|
38.35%
|
38.35%
|
|
HARTFORD
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT
ATTN DAVID TEN BROECK
P O BOX 2999
HARTFORD CT 06104-2999
|
Class
2
|
12.02%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
31.91%
|
31.91%
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (US)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HLS MA 02481-9134
|
Class
2
|
6.64%
|
N/A
|
VP
– MV Moderate Growth Fund
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
91.86%
|
91.86%
|
Statement
of Additional Information – [May 1, 2015]
|
199
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.69%
|
N/A
|
VP
– Mid Cap Growth Opportunity Fund
|
HARTFORD
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT
ATTN UIT OPERATIONS
P O BOX 2999
HARTFORD CT 06104-2999
|
Class
1
|
9.32%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.72%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
45.27%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
29.11%
|
N/A
|
|
KANSAS
CITY LIFE INS
ATTN ACCOUNTING OPERATIONS-VARIABLE
PO BOX 219139
KANSAS CITY MO 64121-9139
|
Class
2
|
56.46%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
35.79%
|
57.64%
|
Class
3
|
92.95%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.77%
|
N/A
|
VP
– Mid Cap Value Opportunity Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.03%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.58%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.90%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
39.49%
|
31.26%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
23.90%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
97.49%
|
N/A
|
Class
3
|
94.36%
|
VP
– S&P 500 Index Fund
|
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN AKSHAY RAJPUT
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
|
Class
1
|
100.00%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
200
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
90.12%
|
84.85%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.29%
|
N/A
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
83.40%
|
N/A
|
|
SUN
LIFE INSURANCE AND ANNUITY CO
OF NEW YORK
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
13.15%
|
N/A
|
VP
– Select Large-Cap Value Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP – MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
17.77%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.81%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.97%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
30.94%
|
28.48%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
24.69%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
98.04%
|
N/A
|
Class
3
|
96.96%
|
VP
– Select Smaller-Cap Value Fund
|
ALLIANZ
LIFE
ATTN SCOTT ALLEN
5701 GOLDEN HILLS DR
MINNEAPOLIS MN 55416-1297
|
Class
1
|
77.47%
|
31.70%
|
|
KANSAS
CITY LIFE INS
ATTN ACCOUNTING OPERATIONS-VARIABLE
PO BOX 219139
KANSAS CITY MO 64121-9139
|
Class
2
|
10.93%
|
N/A
|
|
MERRILL
LYNCH LIFE
VARIABLE ANNUITY
SEPARATE ACCOUNT
4333 EDGEWOOD RD NE
CEDAR RAPIDS IA 52499-0001
|
Class
1
|
13.45%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
23.63%
|
47.47%
|
Class
3
|
93.95%
|
|
THE
UNION CENTRAL LIFE INS CO
LINCOLN NE 68510-2234
|
Class
2
|
49.95%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
201
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– Seligman Global Technology Fund
|
GREAT-WEST
LIFE & ANNUITY
FBO TRILLIUM VARIABLE ANNUITY ACCT
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002
|
Class
1
|
78.50%
|
N/A
|
|
GREAT-WEST
LIFE & ANNUITY
FBO VARIABLE ANNUITY
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
|
Class
1
|
14.52%
|
N/A
|
|
GUARDIAN
INS & ANNUI
3900 BURGESS PL
BETHLEHEM PA 18017-9097
|
Class
2
|
51.55%
|
39.07%
|
|
GUARDIAN
INS & ANNUI
3900 BURGESS PL
BETHLEHEM PA 18017-9097
|
Class
2
|
26.31%
|
N/A
|
|
JEFFERSON
NATL LIFE
ATTN SEPARATE ACCTS
10350 ORMSBY PARK PL STE 600
LOUISVILLE KY 40223-6175
|
Class
2
|
7.78%
|
N/A
|
VP
– U.S. Government Mortgage Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.10%
|
N/A
|
|
JPMCB
NA CUST FOR
VP CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.20%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
43.32%
|
38.29%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
19.55%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.23%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
20.38%
|
N/A
|
Class
3
|
86.17%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
8.14%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
5.26%
|
N/A
|
|
SUN
LIFE ASSURANCE COMPANY
OF CANADA (U.S.)
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HLS MA 02481-9134
|
Class
2
|
63.12%
|
N/A
|
|
SUN
LIFE INSURANCE AND ANNUITY CO
OF NEW YORK
ATTN ACCOUNTING CONTROL
PO BOX 9134
WELLESLEY HILLS MA 02481-9134
|
Class
2
|
10.91%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
202
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– Aggressive Portfolio
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
92.92%
|
86.21%
|
Class
4
|
81.86%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
4
|
13.04%
|
N/A
|
VP
– American Century Diversified Bond Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.87%
|
N/A
|
|
JPMCB
NA CUST FOR
VP CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.24%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
49.86%
|
49.76%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.74%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.01%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.00%
|
N/A
|
VP
– BlackRock Global Inflation-Protected Securities Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP – MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.59%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
49.37%
|
44.30%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
18.16%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
13.76%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
93.96%
|
N/A
|
Class
3
|
89.82%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
5.95%
|
N/A
|
Class
3
|
6.24%
|
VP
– Columbia Wanger International Equities Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.47%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
203
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.46%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.65%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
39.68%
|
38.78%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
19.72%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.09%
|
N/A
|
VP
– U.S. Equities Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.23%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.89%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
12.08%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
29.47%
|
28.81%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
32.90%
|
32.16%
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
97.48%
|
N/A
|
VP
– Conservative Portfolio
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
88.30%
|
81.59%
|
Class
4
|
77.92%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
5.37%
|
N/A
|
Class
4
|
16.31%
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.28%
|
N/A
|
Class
4
|
5.60%
|
Statement
of Additional Information – [May 1, 2015]
|
204
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– DFA International Value Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.06%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.62%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.07%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
33.17%
|
33.02%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
32.09%
|
31.95%
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
94.97%
|
N/A
|
VP
– Eaton Vance Floating-Rate Income Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
12.66%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.11%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
46.33%
|
44.38%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
23.68%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.85%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
97.46%
|
N/A
|
VP
– Holland Large Cap Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.77%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.87%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
205
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
41.30%
|
41.15%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
28.92%
|
28.81%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.21%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.85%
|
N/A
|
VP
– Invesco International Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.03%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.19%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
38.44%
|
38.27%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
30.98%
|
30.85%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.00%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.18%
|
N/A
|
VP
– J.P. Morgan Core Bond Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.98%
|
N/A
|
|
JPMCB
NA CUST FOR
VP CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.34%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
49.54%
|
49.47%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.90%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
14.73%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
206
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.07%
|
N/A
|
VP
– Jennison Mid Cap Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP – MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
13.76%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.89%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.58%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
36.55%
|
36.32%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
22.80%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.02%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
93.81%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.04%
|
N/A
|
VP
– Loomis Sayles Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.01%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.89%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
37.42%
|
37.31%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
30.56%
|
30.47%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.18%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.77%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
207
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
VP
– MFS Value Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.68%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.35%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.91%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
38.70%
|
38.54%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
28.27%
|
28.15%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.45%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.29%
|
N/A
|
VP
– Moderate Portfolio
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
89.51%
|
83.87%
|
Class
4
|
80.83%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
4
|
13.38%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
5.58%
|
N/A
|
Class
4
|
5.62%
|
VP
– Moderately Aggressive Portfolio
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
90.92%
|
86.12%
|
Class
4
|
83.03%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
4
|
11.52%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
4
|
5.21%
|
N/A
|
VP
– Moderately Conservative Portfolio
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
89.75%
|
86.96%
|
Class
4
|
85.39%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
4
|
8.88%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
208
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.01%
|
N/A
|
Class
4
|
5.66%
|
VP
– Morgan Stanley Global Real Estate Fund
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.80%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
47.23%
|
45.30%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
34.78%
|
33.36%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.04%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.66%
|
N/A
|
VP
– NFJ Dividend Value Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.85%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.51%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.86%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
39.67%
|
39.52%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
27.96%
|
27.85%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.58%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
93.97%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
5.92%
|
N/A
|
VP
– Nuveen Winslow Large Cap Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.11%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
209
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.87%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
38.67%
|
38.57%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
30.58%
|
30.51%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.59%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
96.91%
|
N/A
|
VP
– Partners Small Cap Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.94%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
14.63%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.38%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
30.34%
|
30.19%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
29.92%
|
29.78%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.16%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
92.81%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.90%
|
N/A
|
VP
– Partners Small Cap Value Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.60%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
210
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
12.51%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.94%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
37.00%
|
33.07%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
26.48%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.50%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
93.20%
|
N/A
|
Class
3
|
78.56%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
16.17%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
6.60%
|
N/A
|
VP
– Pyramis International Equity Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.50%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.65%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
9.63%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
34.01%
|
33.92%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
30.67%
|
30.59%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.53%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
94.55%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
211
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
5.26%
|
N/A
|
VP
– Sit Dividend Growth Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.36%
|
N/A
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.98%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.64%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
36.13%
|
34.74%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
26.23%
|
25.22%
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.11%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.59%
|
N/A
|
Class
3
|
86.59%
|
|
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
6.55%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
3
|
6.71%
|
N/A
|
VP
– TCW Core Plus Bond Fund
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
54.92%
|
54.78%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
18.03%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
16.58%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.62%
|
N/A
|
VP
– Victory Established Value Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
GROWTH FUND
14201 N DALLAS PKWAY FL 13
DALLAS TX 75254-2916
|
Class
1
|
7.14%
|
N/A
|
Statement
of Additional Information – [May 1, 2015]
|
212
|
Fund
|
Shareholder
Name and Address
|
Share
Class
|
Percentage
of Class
|
Percentage
of Fund
(if greater than 25%)
|
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
11.75%
|
N/A
|
|
JPMCB
NA CUST FOR
VP AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
10.32%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
42.22%
|
40.99%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
21.02%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
5.69%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
95.03%
|
N/A
|
Class
3
|
95.86%
|
VP
– Wells Fargo Short Duration Government Fund
|
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY
MODERATE GROWTH FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
6.01%
|
N/A
|
|
JPMCB
NA CUST FOR
VP CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
8.06%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
46.19%
|
46.14%
|
|
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
22.06%
|
N/A
|
|
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
|
Class
1
|
15.62%
|
N/A
|
|
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
90.02%
|
N/A
|
|
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY)
222 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0002
|
Class
2
|
9.77%
|
N/A
|
(a)
|
A combination of investments
made by the Investment Manager and/or by other Funds managed by the Investment Manager.
|
The Investment Manager, a Minnesota limited
liability company, is a subsidiary of Ameriprise Financial, Inc. Other Columbia Funds managed by the Investment Manager may hold more than 25% of a Fund.
RiverSource Life Account for Inside Distribution
(RiverSource Life Insurance Company) is a Minnesota corporation. RiverSource Life Insurance Company is a wholly-owned subsidiary of Ameriprise Financial, Inc.
Sun Life Assurance Company of Canada (U.S.) is a
Delaware corporation. Sun Life Assurance Company of Canada (U.S.) is a wholly-owned subsidiary of Sun Life Financial.
Statement
of Additional Information – [May 1, 2015]
|
213
|
ING USA Annuity and Life Insurance Company is an
Iowa Corporation. ING USA Annuity and Life Insurance Company is a wholly-owned subsidiary of ING U.S., Inc.
New York Life Insurance & Annuity Corporation is
a Delaware Corporation. New York Life Insurance & Annuity Corporation is a wholly-owned subsidiary of New York Life Insurance Company.
Hartford Life Insurance Company is a Connecticut
Corporation. Hartford Life Insurance Company is a wholly-owned subsidiary of The Hartford Financial Services Group, Inc.
Statement
of Additional Information – [May 1, 2015]
|
214
|
INFORMATION REGARDING PENDING AND SETTLED LEGAL
PROCEEDINGS
In December 2005, without
admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)) entered into settlement agreements with the SEC and Minnesota Department of Commerce (MDOC)
related to market timing activities. As a result, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the 1940 Act, and various Minnesota laws.
AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered
by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular
reports to the Funds’ Board.
Ameriprise
Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection
with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or
regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make quarterly
(10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC-on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov.
There can be no assurance that these matters, or the
adverse publicity associated with them, will not result in increased Fund redemptions, reduced sale of Fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect
on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may
result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of
operations of Ameriprise Financial.
Statement
of Additional Information – [May 1, 2015]
|
215
|
APPENDIX A — DESCRIPTION OF RATINGS
The ratings of S&P, Moody’s and Fitch
represent their opinions as to quality. These ratings are not absolute standards of quality and are not recommendations to purchase, sell or hold a security. Issuers and issues are subject to risks that are not evaluated by the rating
agencies.
S&P’s Debt Ratings
Long-Term Issue Credit Ratings
An obligation rated ‘AAA’ has the highest rating
assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
An obligation rated ‘AA’ differs from
the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
An obligation rated ‘A’ is somewhat more
susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. An
obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
Obligations rated
‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest.
While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
An obligation rated ‘BB’ is less
vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its
financial commitment on the obligation.
An
obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
An obligation rated ‘CCC’ is currently
vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the
obligor is not likely to have the capacity to meet its financial commitment on the obligation.
An obligation rated ‘CC’ is currently
highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
An obligation rated 'C' is currently highly
vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
An obligation rated ‘D’ is in default or
in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five
business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and
where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.
Short-Term Issue Credit Ratings
Short-term ratings are generally assigned to those obligations
considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days – including commercial paper.
A short-term obligation rated ‘A-1’ is
rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the
obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A short-term obligation rated ‘A-2’ is
somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is
satisfactory.
A short-term obligation rated
‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Statement
of Additional Information – [May 1, 2015]
|
A-1
|
A short-term obligation rated ‘B’ is
regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate
capacity to meet its financial commitments.
A
short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
A short-term obligation rated ‘D’ is in
default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within
any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action
and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.
Municipal Short-Term Note Ratings
SP-1
Strong capacity to pay
principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory
capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3
Speculative
capacity to pay principal and interest.
Moody’s Long-Term Debt Ratings
Global Long-Term Rating Scale
Aaa
– Obligations rated Aaa
are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
–
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
–
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
–
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba
–
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
–
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
–
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
–
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
–
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Global Short-Term Rating Scale
Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability to repay short-term debt obligations.
Issuers (or supporting institutions) rated Prime-2
(P-2) have a strong ability to repay short-term debt obligations.
Issuers (or supporting institutions) rated Prime-3
(P-3) have an acceptable ability to repay short-term obligations.
Issuers (or supporting institutions) rated Not Prime
(NP) do not fall within any of the Prime rating categories.
US Municipal Short-Term Debt and Demand Obligation
Ratings
While the global short-term ‘prime’
rating scale is applied to U.S. municipal tax-exempt commercial paper, these programs are typically backed by external letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing
bank or financial institution and not to the municipality’s rating. Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales (
i.e.
, the MIG and VMIG scales discussed below).
The Municipal Investment Grade (MIG) scale is used
to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at
the maturity of the obligation, and the issuer’s long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels — MIG 1 through MIG 3 — while speculative grade short-term
obligations are designated SG.
Statement
of Additional Information – [May 1, 2015]
|
A-2
|
The MIG 1 designation denotes superior credit
quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
The MIG 2 designation denotes strong credit quality.
Margins of protection are ample, although not as large as in the preceding group.
The MIG 3 designation denotes acceptable credit
quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
The SG designation denotes speculative-grade credit
quality. Debt instruments in this category may lack sufficient margins of protection.
In the case of variable rate demand obligations
(VRDOs), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of risk associated with scheduled principal and interest payments. The second element
represents Moody’s evaluation of risk associated with the ability to receive purchase price upon demand (“demand feature”). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment
Grade (VMIG) scale. The rating transitions on the VMIG scale, as shown in the diagram below, differ from those on the Prime scale to reflect the risk that external liquidity support generally will terminate if the issuer’s long-term rating
drops below investment grade.
The VMIG 1
designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon
demand.
The VMIG 2 designation denotes strong
credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
The VMIG 3 designation denotes acceptable credit
quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
The SG designation denotes speculative-grade credit
quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase
price upon demand.
Fitch’s Ratings
Corporate Finance Obligations – Long-Term Rating
Scales
AAA:
Highest credit
quality.
‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by
foreseeable events.
AA:
Very high credit quality.
‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable
to foreseeable events.
A:
High credit quality.
‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to
adverse business or economic conditions than is the case for higher ratings.
BBB:
Good credit
quality.
‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this
capacity.
BB:
Speculative.
‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial
alternatives may be available to allow financial commitments to be met.
B:
Highly
speculative.
‘B’ ratings indicate that material credit risk is present.
CCC:
Substantial
credit risk.
‘CCC’ ratings indicate that substantial credit risk is present.
CC:
Very high levels
of credit risk.
‘CC’ ratings indicate very high levels of credit risk.
Statement
of Additional Information – [May 1, 2015]
|
A-3
|
C:
Exceptionally
high levels of credit risk.
‘C’ indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned
‘RD’ or ‘D’ ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that
have comparable overall expected loss but varying vulnerability to default and loss.
Short-Term Ratings Assigned to Issuers or Obligations
in Corporate, Public and Structured Finance
F1:
Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit
feature.
F2:
Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
F3:
Fair short-term
credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
B:
Speculative
short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C:
High short-term
default risk.
Default is a real possibility.
RD:
Restricted
default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D:
Default.
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Statement
of Additional Information – [May 1, 2015]
|
A-4
|
APPENDIX B — PROXY VOTING GUIDELINES
Effective January 1, 2012
Set forth on the following pages are guidelines
adopted and used by the Board of the Funds listed on the cover page of the SAI in voting proxies on behalf of the Funds (the Guidelines). The Guidelines are organized by issue and present certain factors that may be considered in making proxy voting
determinations. The Board may, in exercising its fiduciary discretion, determine to vote any proxy in a manner contrary to these Guidelines.
Directors, Boards, Committees
Elect Directors
In a routine election of directors, the Board generally votes FOR
the slate nominated by the nominating committee of independent directors, who are in the best position to know what qualifications are needed for each director to contribute to an effective board. The Board generally will WITHHOLD support from a
nominee who fails to meet one or more of the following criteria:
■
|
Independence
— A nominee who is deemed an affiliate of the company by virtue of a material business, familial or other relationship with the company but is otherwise not an employee.
|
■
|
Attendance
— A nominee who failed to attend at least 75% of the board’s meetings.
|
■
|
Over Boarding
— A nominee who serves on more than four other public company boards or an employee director nominee who serves on more than two other public company boards.
|
■
|
Committee Membership
— A nominee who has been assigned to the audit, compensation, nominating, or governance committee if that nominee is not independent of management, or if the nominee does not meet the specific
independence and experience requirements for audit committees or the independence requirements for compensation committees.
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■
|
Audit Committee
Chair
— A nominee who serves as audit committee chair where the committee failed to put forth shareholder proposals for ratification of auditors.
|
■
|
Board Independence
— A nominee of a company whose board as proposed to be constituted would have more than one-third of its members from management.
|
■
|
Interlocking
Directorship
— A nominee who is an executive officer of another company on whose board one of the company’s executive officers sits.
|
■
|
Poor
Governance
— A nominee involved with options backdating, financial restatements or material weakness in controls, approving egregious compensation, or who has consistently disregarded the
interests of shareholders.
|
The Board will vote on a CASE-BY-CASE basis on any
director nominee who meets the aforementioned criteria but whose candidacy has otherwise been identified by the third party research provider as needing further consideration for any reason not identified above.
In the case of contested elections, the Board will
vote on a CASE-BY-CASE basis, taking into consideration the above criteria and other factors such as the background of the proxy contest, the performance of the company, current board and management, and qualifications of nominees on both
slates.
Shareholder Nominations for
Director
The Board will vote on a CASE-BY-CASE basis for
shareholder-nominated candidates for director, taking into account various factors including, but not limited to: company performance, the circumstances compelling the nomination by the shareholder, composition of the incumbent board, and the
criteria listed above the Board uses to evaluate nominees.
Shareholder Nominations for Director — Special
Criteria
The Board generally votes in accordance with
recommendations made by its third party research provider, which are typically based on the view that board nominating committees are responsible for establishing and implementing policies regarding the composition of the board and are therefore in
the best position to make determinations with respect to special nominating criteria.
Director Independence and Committees
The Board generally will vote FOR proposals that require all
members of a board’s key committees (audit, compensation, nominating or governance) be independent from management.
Statement
of Additional Information – [May 1, 2015]
|
B-1
|
Independent Board Chair/Lead Director
The Board generally will vote FOR proposals supporting an
independent board chair or lead director and FOR the separation of the board chair and CEO roles, as independent board leaders foster the effectiveness of the independent directors and ensure appropriate oversight of management.
Removal of Directors
The Board generally will vote FOR proposals that amend governing
documents to grant or restore shareholder ability to remove directors with cause, and AGAINST proposals that provide directors may be removed only by supermajority vote. The Board will vote on a CASE-BY-CASE basis on proposals calling for removal of
specific directors.
Board Vacancies
The Board generally votes in accordance with recommendations made
by its third party research provider in the case of vacancies filled by continuing directors, taking into account factors including whether the proposal is in connection with a proxy contest or takeover situation.
Cumulative Voting
In the absence of proxy access rights or majority voting, the Board
generally will vote FOR the restoration or provision for cumulative voting and AGAINST its elimination.
Majority Voting
The Board generally will vote FOR amendments to governing documents
that provide that nominees standing for election to the board must receive a majority of votes cast in order to be elected to the board.
Number of Directors
The Board generally will vote FOR amendments to governing documents
that provide directors the authority to adjust the size of the board to adapt to needs that may arise.
Term Limits
The Board generally will vote AGAINST proposals seeking to
establish a limit on director terms or mandatory retirement.
General Corporate Governance
Right to Call a Special Meeting
The Board generally votes in accordance with recommendations made
by its third party research provider, which typically recommends votes FOR adoption, considering factors such as proposed ownership threshold, company size, and shareholder ownership, but will not support proposals allowing for investors with less
than 10% ownership to call a special meeting.
Eliminate or Restrict Right to Call Special
Meeting
The Board will generally vote AGAINST proposals to
eliminate the right of shareholders to call special meetings.
Lead Independent Director Right to Call Special
Meeting
The Board will generally vote FOR governance document
amendments or other proposals which give the lead independent director the authority to call special meetings of the independent directors at any time.
Adjourn Meeting
The Board will vote on a CASE-BY-CASE basis on adjournment
proposals and generally in the same direction as the primary proposal (
i.e.
, if supporting the primary proposal, favor adjournment; if not supporting the primary proposal, oppose adjournment).
Other Business
The Board generally will vote AGAINST proposals seeking to give
management the authority to conduct or vote on other business at shareholder meetings on the grounds that shareholders not present at the meeting would be unfairly excluded from such deliberations.
Eliminate or Restrict Action by Written Consent
The Board will generally vote AGAINST proposals to eliminate the
right of shareholders to act by written consent since it may be appropriate to take such action in some instances.
Vote Unmarked Proxies
The Board generally will vote FOR proposals prohibiting voting of
unmarked proxies in favor of management.
Statement
of Additional Information – [May 1, 2015]
|
B-2
|
Proxy Contest Advance Notice
The Board generally will vote AGAINST proposals to amend governing
documents that require advance notice for shareholder proposals or director nominees beyond notice that allows for sufficient time for company response, SEC review, and analysis by other shareholders.
Minimum Stock Ownership
The Board will vote on a CASE-BY-CASE basis on proposals regarding
minimum stock ownership levels.
Director and
Officer Indemnification
The Board will generally vote FOR the
provision of a maximum dollar amount that can be obtained through the course of legal action from a director or officer who acts in good faith and does not benefit from a transaction.
Confidential Voting
The Board generally will vote FOR actions that ensure all proxies,
ballots, and voting tabulations which identify shareholders be kept confidential, except where disclosure is mandated by law. The Board supports the proposal to minimize pressure on shareholders, particularly employee shareholders.
Miscellaneous Governing Document Amendments
The Board generally will vote FOR bylaw or charter changes that are
of a housekeeping nature (
e.g.
, updates or corrections).
Change Company Name
The Board will generally vote FOR routine business matters such as
changing the company’s name.
Approve
Minutes
The Board will generally vote FOR routine procedural
matters such as approving the minutes of a prior meeting.
Change Date/Time/Location of Annual Meeting
The Board will vote in accordance with the recommendation of the
third-party research provider on proposals to change the date, time or location of the company’s annual meeting of shareholders.
Approve Annual, Financial and Statutory Reports
The Board generally will vote FOR proposals to approve the annual
reports and accounts, financial and statutory reports, provided companies required to comply with U.S. securities laws have included the certifications required by the Sarbanes Oxley Act of 2002.
Compensation
Approve or Amend Omnibus Equity Compensation
Plan
The Board generally votes in accordance with
recommendations made by its third party research provider, which typically recommends votes FOR adoption or amendments to omnibus (general) equity compensation plans for employees or non-employee directors if they are reasonable and consistent with
industry and country standards, and AGAINST compensation plans that substantially dilute ownership interest in a company, provide participants with excessive awards, or have objectionable structural features.
Approve or Amend Stock Option Plan
The Board generally votes in accordance with recommendations made
by its third party research provider, which are typically based on factors including cost, size, and pattern of grants in comparison to peer groups, history of repricing, and grants to senior executives and non-employee directors.
Approve or Amend Employee Stock Purchase Plan
The Board generally votes in accordance with recommendations made
by its third party research provider, which are typically based on factors including the plan’s cost to shareholders, whether those costs are in line with the company’s peer’s plans, and whether the plan requires shareholder
approval within five years.
Approve or Amend
Performance-Based 162(m) Compensation Plan
The Board
generally votes in accordance with recommendations made by its third party research provider, which are typically based on factors that consider the goal of the plan and in particular the linkage between potential payments to senior executives and
the attainment of preset performance-based metrics.
Statement
of Additional Information – [May 1, 2015]
|
B-3
|
Approve or Amend Restricted Stock Plan
The Board generally votes in accordance with recommendations made
by its third party research provider, which considers such factors as the balance of all equity grants and awards, the term and other restrictions in place for restricted stock.
Stock Option Repricing or Exchanges
The Board generally votes in accordance with recommendations made
by its third party research provider on matters relating to the repricing of stock options, which are typically based on factors such as whether the amending terms lead to a reduction in shareholder rights, allow the plan to be amended without
shareholder approval, or change the terms to the detriment of employee incentives such as excluding a certain class or group of employees. The Board generally will vote FOR proposals to put stock option repricings to a shareholder vote.
Performance-Based Stock Options
The Board will vote on a CASE-BY-CASE basis regarding proposals
urging that stock options be performance-based rather than tied to the vagaries of the stock market.
Ban Future Stock Option Grants
The Board generally will vote AGAINST proposals seeking to ban or
eliminate stock options in equity compensation plans as such an action would preclude the company from offering a balanced compensation program.
Require Stock Retention Period
The Board generally will vote FOR proposals requiring senior
executives to hold stock obtained by way of a stock option plan for a minimum of three years.
Require Approval of Extraordinary Benefits
The Board generally will vote FOR proposals specifying that
companies disclose any extraordinary benefits paid or payable to current or retired senior executives and generally will vote AGAINST proposals requiring shareholder approval of any such extraordinary benefits.
Pay for Performance
The Board will vote on a CASE-BY-CASE basis regarding proposals
seeking to align executive compensation with shareholders’ interests.
Say on Pay
The Board generally votes in accordance with recommendations made
by its third party research provider, taking into consideration the company’s pay for performance results and certain elements of the Compensation Discussion and Analysis disclosure.
Executive Severance Agreements
The Board generally votes in accordance with recommendations made
by its third party research provider on these proposals regarding approval of specific executive severance arrangements in the event of change in control of a company or due to other circumstances.
Approve or Amend Deferred Compensation Plans for
Directors
The Board generally will vote FOR approval or
amendments to deferred compensation plans for non-employee directors, so that they may defer compensation earned until retirement.
Set Director Compensation
The Board generally will vote AGAINST proposals that seek to limit
director compensation or mandate that compensation be paid solely in shares of stock.
Director Retirement Plans
The Board will generally vote AGAINST the adoption or amendment of
director retirement plans on the basis that directors should be appropriately compensated while serving and should not view service on a board as a long-term continuing relationship with a company.
Statement
of Additional Information – [May 1, 2015]
|
B-4
|
Business Entity and Capitalization
Common or Preferred Stock — Increase in
Authorized Shares or Classes
The Board will vote on a
CASE-BY-CASE basis regarding proposals to increase authorized shares of common stock or to add a class of common stock, taking into consideration the company’s capital goals that may include stock splits, stock dividends, or financing for
acquisitions or general operations. With respect to proposals seeking to increase authorized shares of preferred stock, to add a class of preferred stock, to authorize the directors to set the terms of the preferred stock or to amend the number of
votes per share of preferred stock, the Board will vote on a CASE-BY-CASE basis on the grounds that such actions may be connected to a shareholder rights’ plan that the Board also will consider on a CASE-BY-CASE basis.
Common or Preferred Stock – Decrease in
Authorized Shares or Classes
The Board generally will vote
FOR proposals seeking to decrease authorized shares of common or preferred stock or the elimination of a class of common or preferred stock.
Common Stock — Change in Par Value
The Board generally will vote FOR proposals to change the par value
of the common stock, provided that the changes do not cause a diminution in shareholder rights.
Authorize Share Repurchase Program
The Board generally will vote FOR proposals to institute or renew
open market share repurchase plans in which all shareholders may participate on equal terms.
Stock Splits
The Board generally will vote FOR stock split proposals on the
grounds that they intended to encourage stock ownership of a company.
Private Placements, Conversion of Securities, Issuance
of Warrants or Convertible Debentures
The Board will
generally vote FOR the issuance of shares for private placements, the conversion of securities from one class to another, and the issuance of warrants or convertible debentures on the grounds that such issuances may be necessary and beneficial for
the financial health of the company and may be a low cost source of equity capital. The Board will generally vote AGAINST any such issuance or related action if the proposal would in any way result in new equity holders having superior voting
rights, would result in warrants or debentures, when exercised, holding in excess of 20 percent of the currently outstanding voting rights, or if the proposal would in any way diminish the rights of existing shareholders.
Issuance of Equity or Equity-Linked Securities without
Subscription Rights (Preemptive Rights)
The Board generally
will vote FOR proposals that seek shareholder approval of the issuance of equity, convertible bonds or other equity-linked debt instruments, or to issue shares to satisfy the exercise of such securities that are free of subscription (preemptive)
rights on the grounds that companies must retain the ability to issue such securities for purposes of raising capital. The Board generally will vote AGAINST any proposal where dilution exceeds 20 percent of the company’s outstanding
capital.
Recapitalization
The Board generally will vote FOR recapitalization plans that
combine two or more classes of stock into one class, or that authorize the company to issue new common or preferred stock for such plans. The Board generally will vote AGAINST recapitalization plans that would result in the diminution of rights for
existing shareholders.
Merger Agreement
The Board will vote on a CASE-BY-CASE basis on proposals seeking
approval of a merger or merger agreement and all proposals related to such primary proposals, taking into consideration the particular facts and circumstances of the proposed merger and its potential benefits to existing shareholders.
Going Private
The Board will vote on a CASE-BY-CASE basis on proposals that allow
listed companies to de-list and terminate registration of their common stock, taking into consideration the cash-out value to shareholders, and weighing the value in continuing as a publicly traded entity.
Statement
of Additional Information – [May 1, 2015]
|
B-5
|
Reincorporation
The Board will vote on a CASE-BY-CASE basis on reincorporation
proposals, taking into consideration whether financial benefits (
e.g.
, reduced fees or taxes) likely to accrue to the company as a result of a reincorporation or other change of domicile outweigh any
accompanying material diminution of shareholder rights. The Board will generally vote AGAINST the proposal unless the long-term business reasons for doing so are valid. The Board will generally vote FOR proposals to consider reincorporating in the
United States if a company left the country for the purpose of avoiding taxes.
Bundled Proposals
The Board generally votes in accordance with recommendations made
by its third party research provider on “bundled” or otherwise conditioned proposals, which are determined depending on the overall economic effects to shareholders.
Defense Mechanisms
Shareholder Rights’ Plan (Poison Pill)
The Board will vote on a CASE-BY-CASE basis regarding management
proposals seeking ratification of a shareholder rights’ plan, including a net operating loss (NOL) shareholder rights’ plan, or stockholder proposals seeking modification or elimination of any existing shareholder rights’
plan.
Supermajority Voting
The Board generally will vote FOR the elimination or material
diminution of provisions in company governing documents that require the affirmative vote of a supermajority of shareholders for approval of certain actions, and generally will vote AGAINST the adoption of any supermajority voting clause.
Control Share Acquisition Provisions
The Board generally will vote FOR proposals to opt out of control
share acquisition statutes and will generally vote AGAINST proposals seeking approval of control share acquisition provisions in company governing documents on the grounds that such provisions may harm long-term share value by effectively
entrenching management. The ability to buy shares should not be constrained by requirements to secure approval of the purchase from other shareholders.
Anti-Greenmail
The Board generally will vote FOR proposals to adopt anti-greenmail
governing document amendments or to otherwise restrict a company’s ability to make greenmail payments.
Classification of Board of Directors
The Board generally will vote FOR proposals to declassify a board
and AGAINST proposals to classify a board, absent special circumstances that would indicate that shareholder interests are better served by voting to the contrary.
Auditors
Ratify or Appoint Auditors
The Board generally votes in accordance with recommendations made
by its third party research provider, which typically recommends votes FOR ratification or appointment except in situations where there are questions about the relative qualification of the auditors, conflicts of interest, auditor involvement in
significant financial restatements, option backdating, material weaknesses in controls, or situations where independence has been compromised.
Prohibit or Limit Auditor’s Non-Audit
Services
The Board generally votes in accordance with
recommendations made by its third party research provider, which typically recommends votes AGAINST these proposals since it may be necessary or appropriate for auditors to provide a service related to the business of a company and that service will
not compromise the auditors’ independence. In addition, Sarbanes-Oxley legislation spells out the types of services that need pre-approval or would compromise independence.
Indemnification of External Auditor
The Board will generally vote AGAINST proposals to indemnify
external auditors on the grounds that indemnification agreements may limit pursuit of legitimate legal recourse against the audit firm.
Indemnification of Internal Auditor
The Board will generally vote FOR the indemnification of internal
auditors, unless the costs associated with the approval are not disclosed.
Statement
of Additional Information – [May 1, 2015]
|
B-6
|
Social and Environmental
Disclose Environmental or Social Agenda
Proposals that seek disclosure, often in the form of a report, on
items such as military contracts or sales, environmental or conservation initiatives, business relationships with foreign countries, animal welfare or other environmental and social issues, will be reviewed and, if after considering the proposal the
Board believes the matter may bear on the long-term value creation or sustainability of the company, a vote FOR or AGAINST may be cast, otherwise the Board generally will ABSTAIN from voting.
Socially Responsible Investing
Proposals that seek to have a company take a position on social or
environmental issues will be reviewed and, if after considering the proposal the Board believes the matter may bear on the long-term value creation or sustainability of the company, a vote FOR or AGAINST may be cast, otherwise the Board generally
will ABSTAIN from voting.
Prohibit or Disclose
Contributions and Lobbying Expenses
The Board
generally votes in accordance with recommendations made by its third party research provider, which typically considers the proposal in the context of the company’s current disclosures, Federal and state laws, and whether the proposal is in
shareholders’ best interests.
Disclose
Prior Government Service
Proposals seeking a company to
furnish a list of high-ranking employees who served in any governmental capacity over the last five years will be reviewed and, if after considering the proposal the Board believes the matter may bear on the long-term value creation or
sustainability of the company, a vote FOR or AGAINST may be cast, otherwise the Board generally will ABSTAIN from voting.
Change in Operations or Products Manufactured or
Sold
Proposals seeking to change the way a company operates
(e.g., protect human rights, sexual orientation, stop selling tobacco products, move manufacturing operations to another country, etc.) will be reviewed and, if after considering the proposal the Board believes the matter may bear on the long-term
value creation or sustainability of the company, a vote FOR or AGAINST may be cast, otherwise the Board generally will ABSTAIN from voting.
Executive Compensation Report
The Board generally will vote AGAINST proposals seeking companies
to issue a report on linkages between executive compensation and financial, environmental and social performance on the grounds that executive compensation is a business matter for the company’s board to consider.
Pay Equity
The Board will generally vote AGAINST proposals seeking a cap on
the total pay and other compensation of its executive officers to no more than a specified multiple of the pay of the average employee of the company.
Foreign Issues
Foreign Issues — Directors, Boards,
Committees
Approve Discharge of Management
(Supervisory) Board
The Board generally votes in accordance
with recommendations made by its third party research provider, which typically recommends votes FOR approval of the board, based on factors including whether there is an unresolved investigation or whether the board has participated in wrongdoing.
This is a standard request in Germany and discharge is generally granted unless a shareholder states a specific reason for withholding discharge and intends to take legal action.
Announce Vacancies on Management (Supervisory)
Board
The Board generally will vote FOR proposals requesting
shareholder approval to announce vacancies on the board, as is required under Dutch law.
Approve Director Fees
The Board generally votes in accordance with recommendations made
by its third party research provider on proposals seeking approval of director fees.
Statement
of Additional Information – [May 1, 2015]
|
B-7
|
Foreign Issues — General Corporate
Governance
Digitalization of Certificates
The Board generally will vote FOR proposals seeking shareholder
approval to amend a company’s articles of incorporation to eliminate references to share certificates and beneficial owners, and to make other related changes to bring the articles in line with recent regulatory changes for Japanese
companies.
Authorize Filing of Required
Documents and Other Formalities
The Board generally will vote
FOR proposals requesting shareholders authorize the holder of a copy of the minutes of the general assembly to accomplish any formalities required by law, as is required in France.
Propose Publications Media
The Board generally will vote FOR proposals requesting shareholders
approve the designation of a newspaper as the medium to publish the company’s meeting notice, as is common in Chile and other countries.
Clarify Articles of Association or Incorporation
The Board generally will vote FOR proposals seeking shareholder
approval of routine housekeeping of the company’s articles, including clarifying items and deleting obsolete items.
Update Articles of Association or Incorporation with
Proxy Results
The Board generally will vote FOR proposals
requesting shareholders approve changes to the company’s articles of association or incorporation to reflect the results of a proxy vote by shareholders, which is a routine proposal in certain country’s proxies.
Conform Articles of Association or Incorporation to
Law or Stock Exchange
The Board generally will vote FOR
proposals requesting shareholder approval to amend the articles of association or incorporation to conform to new requirements in local or national law or rules established by a stock exchange on which its stock is listed.
Authorize Board to Ratify and Execute Approved
Resolutions
The Board generally will vote FOR proposals
requesting shareholder approval to authorize the board to ratify and execute any resolutions approved at the meeting.
Prepare and Approve List of Shareholders
The Board generally votes FOR proposals requesting shareholder
approval for the preparation and approval of the list of shareholders entitled to vote at the meeting, which is a routine formality in European countries.
Authorize Company to Engage in Transactions with
Related Parties
The Board generally will vote FOR proposals
requesting shareholder approval for the company, its subsidiaries, and target associated companies to enter into certain transactions with persons who are considered “interested parties” as defined in Chapter 9A of the Listing Manual of
the Stock Exchange of Singapore (SES), as the SES related-party transaction rules are fairly comprehensive and provide shareholders with substantial protection against insider trading abuses.
Amend Articles to Lower Quorum Requirement for Special
Business
The Board generally will vote on a CASE-BY-CASE
basis on proposals seeking to amend the articles to lower the quorum requirement to one-third for special business resolutions at a shareholder meeting, which is common when certain material transactions such as mergers or acquisitions are to be
considered by shareholders.
Change Date/Location
of Annual Meeting
The Board will vote in accordance with the
recommendation of the third-party research provider on proposals to change the date, time or location of the company’s annual meeting of shareholders.
Elect Chairman of the Meeting
The Board generally will vote FOR proposals requesting shareholder
approval to elect the chairman of the meeting, which is a routine meeting formality in certain European countries.
Authorize New Product Lines
The Board generally will vote FOR proposals requesting shareholder
approval to amend the company’s articles to allow the company to expand into new lines of business.
Statement
of Additional Information – [May 1, 2015]
|
B-8
|
Approve Financial Statements, Directors’ Reports
and Auditors’ Reports
The Board generally will vote FOR
proposals that request shareholder approval of the financial statements, directors’ reports, and auditors’ reports.
Foreign Issues — Compensation
Approve Retirement Bonuses for Directors/Statutory
Auditors
The Board generally will ABSTAIN from voting on
proposals requesting shareholder approval for the payment of retirement bonuses to retiring directors and/or statutory auditors, which is a standard request in Japan, because information to justify the proposal is typically insufficient.
Approve Payment to Deceased Director’s/Statutory
Auditor’s Family
The Board generally will ABSTAIN from
voting on proposals requesting shareholder approval for the payment of a retirement bonus to the family of a deceased director or statutory auditor, which is a standard request in Japan, because information to justify the proposal is typically
insufficient.
Foreign Issues — Business
Entity, Capitalization
Set or Approve the
Dividend
The Board generally will vote FOR proposals
requesting shareholders approve the dividend rate set by management.
Approve Allocation of Income and Dividends
The Board generally will vote FOR proposals requesting shareholders
approve a board’s allocation of income for the current fiscal year, as well as the dividend rate.
Approve Scrip (Stock) Dividend Alternative
The Board generally will vote FOR proposals requesting shareholders
authorize dividend payments in the form of either cash or shares at the discretion of each shareholder, provided the options are financially equal. The Board generally will vote AGAINST proposals that do not allow for a cash option unless management
demonstrates that the cash option is harmful to shareholder value.
Authorize Issuance of Equity or Equity-Linked
Securities
The Board generally will vote FOR proposals
requesting shareholder approval to permit the board to authorize the company to issue convertible bonds or other equity-linked debt instruments or to issue shares to satisfy the exercise of such securities.
Authorize Issuance of Bonds
The Board generally will vote FOR proposals requesting shareholder
approval granting the authority to the board to issue bonds or subordinated bonds.
Authorize Capitalization of Reserves for Bonus Issue
or Increase in Par Value
The Board generally will vote FOR
proposals requesting shareholder approval to increase authorized stock by capitalizing various reserves or retained earnings, which allows shareholders to receive either new shares or a boost in the par value of their shares at no cost.
Increase Issued Capital for Rights Issue
The Board generally will vote FOR proposals requesting shareholder
approval to increase issued capital in order to offer a rights issue to current registered shareholders, which provides shareholders the option of purchasing additional shares of the company’s stock, often at a discount to market value, and
the company will use the proceeds from the issue to provide additional financing.
Board Authority to Repurchase Shares
The Board generally will vote FOR proposals requesting that a board
be given the authority to repurchase shares of the company on the open market, with such authority continuing until the next annual meeting.
Authorize Reissuance of Repurchased Shares
The Board generally will vote FOR proposals requesting shareholder
approval to reissue shares of the company’s stock that had been repurchased by the company at an earlier date.
Approve Payment of Corporate Income Tax
The Board generally will vote FOR proposals seeking approval for
the use by a company of its reserves in order to pay corporate taxes, which is common practice in Europe.
Statement
of Additional Information – [May 1, 2015]
|
B-9
|
Cancel Pre-Approved Capital Issuance Authority
The Board generally will vote FOR proposals requesting shareholders
cancel a previously approved authority to issue capital, which may be necessary in Denmark as companies there do not have authorized but unissued capital that they may issue as needed like their counterparts in other countries.
Allotment of Unissued Shares
The Board generally will vote FOR proposals requesting that
shareholders give the board the authority to allot or issue unissued shares.
Authority to Allot Shares for Cash
The Board generally will vote FOR proposals requesting that
shareholders give the board the ability to allot a set number of authorized but unissued shares for the purpose of employee share schemes and to allot equity securities for cash to persons other than existing shareholders up to a limited aggregate
nominal amount (a percentage of the issued share capital of the company).
Foreign Issues – Defense Mechanisms
Authorize Board to Use All Outstanding Capital
The Board will vote on a CASE-BY-CASE basis on proposals requesting
shareholders authorize the board, for one year, to use all outstanding capital authorizations in the event that a hostile public tender or exchange offer is made for the company, which is a common anti-takeover measure in France similar to the way
U.S. companies use preferred stock.
Foreign
Issues — Auditors
Approve Special
Auditors’ Report
The Board generally will vote FOR
proposals that present shareholders of French companies, as required by French law, with a special auditor’s report that confirms the presence or absence of any outstanding related party transactions. At a minimum, such transactions (with
directors or similar parties) must be previously authorized by the board. This part of the French commercial code provides shareholders with a mechanism to ensure an annual review of any outstanding related party transactions.
Appoint Statutory Auditor
The Board generally will vote FOR proposals requesting shareholder
approval to appoint the internal statutory auditor, designated as independent internal auditor as required by the revised Japanese Commercial Code.
Foreign Issues — Social and Environmental
Authorize Company to Make EU Political Organization
Donations
The Board generally will ABSTAIN from voting on
proposals that seek authorization for the company to make EU political organization donations and to incur EU political expenditures.
Statement
of Additional Information – [May 1, 2015]
|
B-10
|
PART C. OTHER INFORMATION
|
|
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(a)(1)
|
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Amendment No. 1 to the Agreement and Declaration of Trust effective September 11, 2007, is incorporated by reference to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on
September 28, 2007.
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(a)(2)
|
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Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(2)), filed on April 21, 2008.
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(a)(3)
|
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Amendment No. 3 to the Agreement and Declaration of Trust effective January 8, 2009, is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(3)), filed on April 29, 2009.
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(a)(4)
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Amendment No. 4 to the Agreement and Declaration of Trust effective January 14, 2010, is incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(4)), filed on April 14, 2010.
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(a)(5)
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Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010, is incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(5)), filed on April 29, 2010.
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(a)(6)
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Amendment No. 6 to the Agreement and Declaration of Trust effective November 11, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(6)), filed on April 29, 2011.
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(a)(7)
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Amendment No. 7 to the Agreement and Declaration of Trust effective January 11, 2011, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(7)), filed on April 29, 2011.
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(a)(8)
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Amendment No. 8 to the Agreement and Declaration of Trust effective September 15, 2011, is incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(8)), filed on March 2, 2012.
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(a)(9)
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Amendment No. 9 to the Agreement and Declaration of Trust effective January 12, 2012, is incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(9)), filed on March 2, 2012.
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(a)(10)
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|
Amendment No. 10 to the Agreement and Declaration of Trust effective June 14, 2012, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(10)), filed on April 26, 2013.
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(a)(11)
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|
Amendment No. 11 to the Agreement and Declaration of Trust effective September 13, 2012, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(11)), filed on April 26, 2013.
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(a)(12)
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Amendment No. 12 to the Agreement and Declaration of Trust effective January 16, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(12)), filed on April 26, 2013.
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(a)(13)
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|
Amendment No. 13 to the Agreement and Declaration of Trust effective April 17, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(13)), filed on April 26, 2013.
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(a)(14)
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Amendment No. 14 to the Agreement and Declaration of Trust effective April 11, 2014, is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(14)), filed on April 29, 2014.
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(b)
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By-laws, effective September 6, 2007, amended April 25, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (b)), filed on May
15, 2015.
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(c)
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Stock Certificate: Not Applicable.
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(d)(1)
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|
Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 29, 2014.
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(d)(2)
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|
Schedule A, as of July 1, 2014, to the Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant, is incorporated by reference to Post-Effective Amendment
No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(2)), filed on August 20, 2014.
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(d)(3)
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|
Investment Management Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable PortfolioCommodity Strategy
Fund, a series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 15, 2014.
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(d)(4)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc., is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on May 15, 2014.
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(d)(5)
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|
Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Barrow, Hanley, Mewhinney & Strauss, LLC, is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 15, 2014.
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(d)(6)
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|
Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 15, 2014.
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(d)(7)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Columbia Wanger Asset Management, Inc., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on May 15, 2014.
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(d)(8)
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|
Subadvisory Agreement, dated July 16, 2007, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Denver Investment Advisors LLC, is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(8)), filed on May 15, 2014.
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(d)(9)
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|
Subadvisory Agreement, dated September 23, 2011, last amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 15, 2014.
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(d)(10)
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|
Amendment No. 2, as of June 5, 2014, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is
incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 20, 2014.
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(d)(11)
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|
Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Donald Smith & Co., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 15, 2014.
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(d)(12)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Eaton Vance Management, is incorporated by reference to Post-Effective Amendment No. 39
to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on May 15, 2014.
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(d)(13)
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|
Subadvisory Agreement, dated January 16, 2013, between Columbia Management Investment Advisers, LLC and Holland Capital Management LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 15, 2014.
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(d)(14)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Invesco Advisers, Inc., is incorporated by reference to Post-Effective Amendment No. 39
to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(13)), filed on May 15, 2014.
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(d)(15)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(14)), filed on May 15, 2014.
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(d)(16)
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|
Amendment No. 1, as of June 17, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is
incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 15, 2014.
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(d)(17)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Jennison Associates LLC, is incorporated by reference to Post-Effective Amendment No. 39
to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on May 15, 2014.
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(d)(18)
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|
Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on May 15, 2014.
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(d)(19)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and The London Company of Virginia, is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on May 15, 2014.
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(d)(20)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company, is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on May 15, 2014.
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(d)(21)
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|
Subadvisory Agreement, dated September 15, 2011, between Columbia Management Investment Advisers, LLC and Mondrian Investment Partners Limited, is incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(19)), filed on May 15, 2014.
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(d)(22)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc., is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on May 15, 2014.
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(d)(23)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and NFJ Investment Group LLC, is incorporated by reference to Post-Effective Amendment No.
39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on May 15, 2014.
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(d)(24)
|
|
Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Palisade Capital Management, L.L.C., is incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on May 15, 2014.
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(d)(25)
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|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Pyramis Global Advisors, LLC, is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on May 15, 2014.
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(d)(26)
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|
Subadvisory Agreement, dated April 11, 2014, between Columbia Management Investment Advisers, LLC and River Road Asset Management, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on May 15, 2014.
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(d)(27)
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|
Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill LLC, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on August 20, 2014.
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(d)(28)
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|
Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Sit Investment Associates, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(25)), filed on May 15, 2014.
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(d)(29)
|
|
Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Snow Capital Management, L.P., is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on August 20, 2014.
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(d)(30)
|
|
Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(26)), filed on May 15, 2014.
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(d)(31)
|
|
Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on May 15, 2014.
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|
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(d)(32)
|
|
Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on May 15, 2014.
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(d)(33)
|
|
Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Inc., is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(30)), filed on May 15, 2014.
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(d)(34)
|
|
Amendment No. 1, as of July 18, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Inc., is
incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(34)), filed on October 15, 2014.
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(d)(35)
|
|
Subadvisory Agreement, dated September 16, 2014, between Columbia Management Investment Advisers, LLC and Winslow Capital Management, LLC and Nuveen Investments, Inc., is incorporated by reference to Post-Effective Amendment No.
43 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(35)), filed on December 23, 2014.
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|
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(e)(1)
|
|
Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374
of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 29, 2014.
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|
|
(e)(2)
|
|
Schedule I, dated April 11, 2014, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by
reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (e)(2)), filed on April 29, 2014.
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|
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(f)
|
|
Deferred Compensation Plan, adopted as of December 31, 2011, is incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (f)),
filed on February 24, 2012.
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(g)(1)
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|
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. 39 to Registration Statement No. 333-146374 of the
Registrant on Form N-1A (Exhibit (g)(1)), filed on May 15, 2014.
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(g)(2)
|
|
Addendum (related to Columbia Variable Portfolio Emerging Markets Fund and Columbia Variable Portfolio Managed Volatility Fund, now known as Columbia Variable Portfolio Managed Volatility Moderate Growth
Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March
7, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 15, 2014.
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(g)(3)
|
|
Side letter (related to the China Connect Service on behalf of Columbia Variable PortfolioEmerging Markets Fund), dated December 19, 2014, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan
Chase Bank, N.A., dated March 7, 2011, is filed herewith as Exhibit (g)(3) to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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|
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(h)(1)
|
|
Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No.
333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(1)), filed on April 23, 2014.
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|
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|
(h)(2)
|
|
Schedule A and Schedule B, as of April 21, 2014, to the Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, are incorporated by reference to
Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(2)), filed on April 23, 2014.
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(h)(3)
|
|
Administrative Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable PortfolioCommodity Strategy Fund, a
series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(3)), filed on May 15, 2014.
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(h)(4)
|
|
Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 38 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(3)), filed on April 29, 2014.
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|
|
(h)(5)
|
|
Schedule A and Schedule B, dated April 17, 2013, to the Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., are incorporated by
reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on April 29, 2014.
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|
|
(h)(6)
|
|
Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services
Corp., is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(7)), filed on April 23, 2014.
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|
|
(h)(7)
|
|
Schedule A, as of April 21, 2014, to the Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and
Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(8)), filed on April 23,
2014.
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(h)(8)
|
|
Agreement and Plan of Reorganization, dated September 11, 2007, between RiverSource Variable Portfolio Funds, each a series of a Minnesota corporation, and corresponding RiverSource Variable Portfolio Funds, each a series of
RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, a Massachusetts business trust, and between RiverSource Variable Portfolio Core Bond Fund, a series of RiverSource Variable Series Trust, and RiverSource
Variable Portfolio Diversified Bond Fund, a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (h)(5)), filed on April 21, 2008.
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|
|
(h)(9)
|
|
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 the Registrant on Form N-1A (Exhibit (h)(9)), filed on
April 29, 2011.
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|
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(h)(10)
|
|
Agreement and Plan of Redomiciling, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(10)), filed on
April 29, 2011.
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|
|
(h)(11)
|
|
Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 117 to Registration Statement No. 333-8966 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(7)),
filed on May 30, 2013.
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|
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(i)
|
|
Opinion and consent of counsel as to the legality of the securities being registered is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(i)), filed on April 29, 2014.
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(j)
|
|
Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP): To be filed by Amendment.
|
|
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(k)
|
|
Omitted Financial Statements: Not Applicable.
|
|
|
(l)
|
|
Initial Capital Agreement: Not Applicable.
|
|
|
(m)(1)
|
|
Plan of Distribution and Agreement of Distribution , effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to
Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on April 29, 2014.
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|
|
(m)(2)
|
|
Schedule A, dated April 11, 2014, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., is
incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on April 29, 2014.
|
|
|
(n)
|
|
Rule 18f 3(d) is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (n)), filed on April 29, 2014.
|
|
|
(p)(1)
|
|
Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(1)), filed on May 15, 2014.
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|
|
(p)(2)
|
|
Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Threadneedle International Ltd Code of Ethics, effective December 8, 2014, is incorporated by reference to Post-Effective
Amendment No. 120 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (p)(2)), filed on November 25, 2014.
|
|
|
(p)(3)
|
|
American Century Investment Management, Inc. Code of Ethics, dated January 1, 2011, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(3)), filed on May 15, 2014.
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|
|
(p)(4)
|
|
Barrow, Hanley, Mewhinney & Strauss, LLC Code of Ethics, amended December 31, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(4)), filed on May 15, 2014.
|
|
|
(p)(5)
|
|
BlackRock Financial Management, Inc. Code of Ethics, dated July 21, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(5)),
filed on October 15, 2014.
|
|
|
(p)(6)
|
|
Columbia Wanger Asset Management, LLC Code of Ethics, effective January 2, 2007, amended February 24, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the
Registrant on Form N-1A (Exhibit (p)(6)), filed on May 15, 2014.
|
|
|
(p)(7)
|
|
Denver Investment Advisors LLC Code of Ethics, amended, effective June 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(7)), filed on May 15, 2014.
|
|
|
(p)(8)
|
|
Dimensional Fund Advisors, L.P. Code of Ethics, dated March 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(8)), filed
on May 15, 2014.
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(p)(9)
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Donald Smith & Co., Inc. Code of Ethics, adopted January 1, 2005, revised November 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form
N-1A (Exhibit (p)(9)), filed on May 15, 2014.
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(p)(10)
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Eaton Vance Management Code of Ethics, effective September 1, 2000, revised December 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(10)), filed on May 15, 2014.
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(p)(11)
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Holland Capital Management LLC Code of Ethics, revised February, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(11)),
filed on May 15, 2014.
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(p)(12)
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Invesco Advisers, Inc. Code of Ethics, dated January 1, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(12)), filed on May
15, 2014.
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(p)(13)
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J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, revised May 6, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on
Form N-1A (Exhibit (p)(13)), filed on October 15, 2014.
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(p)(14)
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Jennison Associates, LLC Code of Ethics, as amended October 31, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(14)),
filed on May 15, 2014.
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(p)(15)
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The London Company of Virginia Code of Ethics, dated, November, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(15)),
filed on May 15, 2014.
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(p)(16)
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Loomis, Sayles & Company, L.P. Code of Ethics, dated January 14, 2010, amended October 16, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on
Form N-1A (Exhibit (p)(16)), filed on May 15, 2014.
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(p)(17)
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Massachusetts Financial Services Company Code of Ethics, effective November 22, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(17)), filed on May 15, 2014.
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(p)(18)
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Mondrian Investment Partners Limited Code of Ethics, dated January, 2012, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(18)),
filed on May 15, 2014.
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(p)(19)
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Morgan Stanley Investment Management Inc. Code of Ethics, dated September 16, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(19)), filed on May 15, 2014.
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(p)(20)
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NFJ Investment Group LLC Code of Ethics, dated April 1, 2013, Amended May 5, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(20)), filed on October 15, 2014.
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(p)(21)
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Palisade Capital Management, LLC Code of Ethics, dated February 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(21)),
filed on May 15, 2014.
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(p)(22)
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Pyramis Global Advisors, LLC Code of Ethics, dated 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(22)), filed on May 15,
2014.
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(p)(23)
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River Road Asset Management, LLC Code of Ethics, as of January 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(23)), filed
on May 15, 2014.
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(p)(24)
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Segall Bryant & Hamill LLC Code of Ethics, as of July 2013, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(24)), filed on
August 20, 2014.
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(p)(25)
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Sit Investment Associates, Inc. Code of Ethics, dated April 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(24)), filed on
May 15, 2014.
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(p)(26)
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Snow Capital Management L.P. Code of Ethics, as of August 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(26)), filed on
October 15, 2014.
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(p)(27)
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TCW Investment Management Company Code of Ethics, as of December 20, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(25)),
filed on May 15, 2014.
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(p)(28)
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Amendment No. 1 to TCW Investment Management Company Code of Ethics, effective April 4, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(28)), filed on October 15, 2014.
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(p)(29)
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Victory Capital Management Inc. Code of Ethics, dated August 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(28)),
filed on May 15, 2014.
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(p)(30)
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Wells Capital Management Incorporated Code of Ethics, dated April 24, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(31)), filed on October 15, 2014.
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(p)(31)
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Winslow Capital Management, LLC. Code of Ethics, dated January 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(30)),
filed on May 15, 2014.
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(q)(1)
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Trustees Power of Attorney to sign Amendments to this Registration Statement, dated January 28, 2015, is filed herewith as Exhibit (q)(1) to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the
Registrant on Form N-1A.
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(q)(2)
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Director Power of Attorney to sign Amendments to this Registration Statement for CVPCSF Offshore Fund, Ltd, dated April 10, 2014 is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (q)(2)), filed on October 15, 2014.
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(q)(3)
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Power of Attorney for Joseph F. DiMaria, dated February 16, 2015, is filed herewith as Exhibit (q)(3) to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(q)(4)
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Power of Attorney for Michael G. Clarke, dated February 16, 2015, is filed herewith as Exhibit (q)(4) to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(q)(5)
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Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is filed herewith as Exhibit (q)(5) to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form
N-1A.
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Item 29.
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Persons Controlled by or Under Common Control with the Registrant
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Columbia Management Investment
Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia
funds-of-funds that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since
these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions
taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in
the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying
fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Article VII of the Registrants Agreement and Declaration of Trust, as amended,
provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no trustee shall be responsible or liable in any event for any neglect
or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set forth in the Agreement and Declaration of Trust, which is filed as an
exhibit to this registration statement. Article 5 of the Registrants Bylaws provides that the Registrant shall indemnify and hold harmless its trustees and officers (including persons who serve at the Registrants request as directors,
officers or trustees of another organization in which the Registrant has any interest) (Covered Persons) against liabilities and expenses in connection with the defense or disposition of any proceeding in which such Covered Person may be
or may have been involved or with which such Covered Person may be or may have been threatened by reason of any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, under specified
circumstances, all as more fully set forth in the Bylaws, which are filed as an exhibit to the 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 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.
In accordance with Section 17(h) of the 1940 Act, the Registrants Declaration of Trust provides that nothing in the Declaration of Trust shall
protect any trustee or officer against any liabilities to the 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 or position with or on behalf of the Registrant and the Registrants Bylaws provides that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Persons office.
Pursuant to
the Distribution Agreement, Columbia Management 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
Registrants 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
Registrants trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrants investment adviser and
principal underwriter are insured under an errors and omissions liability insurance policy. Registrants 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 Registrants organizational instruments or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
Item 31.
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Business and Other Connections of the Investment Adviser
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To the knowledge of the Registrant, none of
the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the Registrants investment adviser, or any subadviser to a series of the Registrant, except as set forth below, are or have been, at any time
during the Registrants past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.
(1)
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Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management
and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by
reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. Prior to
May 1, 2010, when Ameriprise Financial, Inc. acquired the long-term asset management business of Columbia Management Group, LLC from Bank of America, N.A., certain current directors and officers held various positions with, and engaged in
business for, Columbia Management Group, LLC or other direct or indirect subsidiaries of Bank of America Corporation.
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(2)
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American Century Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of American Century Investment Management, Inc. is
set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of
American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC
pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which is incorporated herein by reference.
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(3)
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Barrow, Hanley, Mewhinney & Strauss, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Barrow, Hanley, Mewhinney & Strauss,
LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Barrow, Hanley, Mewhinney & Strauss, LLC and is incorporated herein by reference. Information about the
business of Barrow, Hanley, Mewhinney & Strauss, LLC and the directors and principal executive officers of Barrow, Hanley, Mewhinney & Strauss, LLC is also included in the Form ADV filed by Barrow, Hanley, Mewhinney &
Strauss, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-31237), which is incorporated herein by reference.
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(4)
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BlackRock Financial Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock Financial Management, Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by BlackRock Financial Management, Inc. and is incorporated herein by reference. Information about the business of BlackRock Financial
Management, Inc. and the directors and principal executive officers of BlackRock Financial Management, Inc. is also included in the Form ADV filed by BlackRock Financial Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940
(File No. 801-48433), which is incorporated herein by reference.
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(5)
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Columbia Wanger Asset Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Columbia Wanger Asset Management, Inc. is set forth in
the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Columbia Wanger Asset Management, Inc. and is incorporated herein by reference. Information about the business of Columbia Wanger Asset
Management, Inc. and the directors and principal executive officers of Columbia Wanger Asset Management, Inc. is also included in the Form ADV filed by Columbia Wanger Asset Management, Inc. with the SEC pursuant to the Investment Advisers Act of
1940 (File No. 801-41391), which is incorporated herein by reference.
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(6)
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Denver Investment Advisors LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Denver Investment Advisors LLC is set forth in the Prospectuses
and Statement of Additional Information of the Registrants series that are subadvised by Denver Investment Advisors LLC and is incorporated herein by reference. Information about the business of Denver Investment Advisors LLC and the directors
and principal executive officers of Denver Investment Advisors LLC is also included in the Form ADV filed by Denver Investment Advisors LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47933), which is incorporated
herein by reference.
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(7)
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Dimensional Fund Advisors, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Dimensional Fund Advisors, L.P. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Dimensional Fund Advisors, L.P. and is incorporated herein by reference. Information about the business of Dimensional Fund Advisors, L.P.
and the directors and principal executive officers of Dimensional Fund Advisors, L.P. is also included in the Form ADV filed by Dimensional Fund Advisors, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16283),
which is incorporated herein by reference.
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(8)
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Donald Smith & Co., Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Donald Smith & Co., Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Donald Smith & Co., Inc. and is incorporated herein by reference. Information about the business of Donald Smith & Co.,
Inc. and the directors and principal executive officers of Donald Smith & Co., Inc. is also included in the Form ADV filed by Donald Smith & Co., Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-10798), which is incorporated herein by reference.
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(9)
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Eaton Vance Management performs investment management services for the Registrant and certain other clients. Information regarding the business of Eaton Vance Management is set forth in the Prospectuses and Statement of
Additional Information of the Registrants series that are subadvised by Eaton Vance Management and is incorporated herein by reference. Information about the business of Eaton Vance Management and the directors and principal executive officers
of Eaton Vance Management is also included in the Form ADV filed by Eaton Vance Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15930), which is incorporated herein by reference.
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(10)
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Holland Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the
business of Holland Capital Management LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Holland
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Capital Management LLC and is incorporated herein by reference. Information about the business of Holland Capital Management LLC and the directors and principal executive officers of Holland
Capital Management LLC is also included in the Form ADV filed by Holland Capital Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-38709), which is incorporated herein by reference.
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(11)
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Invesco Advisers, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Invesco Advisers, Inc. is set forth in the Prospectuses and Statement of
Additional Information of the Registrants series that are subadvised by Invesco Advisers, Inc. and is incorporated herein by reference. Information about the business of Invesco Advisers, Inc. and the directors and principal executive officers
of Invesco Advisers Inc. is also included in the Form ADV filed by Invesco Advisers, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-33949), which is incorporated herein by reference.
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(12)
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J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. is set forth in
the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment
Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of
1940 (File No. 801-21011), which is incorporated herein by reference.
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(13)
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Jennison Associates LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Jennison Associates LLC is set forth in the Prospectuses and Statement
of Additional Information of the Registrants series that are subadvised by Jennison Associates LLC and is incorporated herein by reference. Information about the business of Jennison Associates LLC and the directors and principal executive
officers of Jennison Associates LLC is also included in the Form ADV filed by Jennison Associates LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-5608), which is incorporated herein by reference.
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(14)
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The London Company of Virginia performs investment management services for the Registrant and certain other clients. Information regarding the business of The London Company of Virginia is set forth in the Prospectuses
and Statement of Additional Information of the Registrants series that are subadvised by London Company of Virginia and is incorporated herein by reference. Information about the business of The London Company of Virginia and the directors and
principal executive officers of The London Company of Virginia is also included in the Form ADV filed by The London Company of Virginia with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46604), which is incorporated
herein by reference.
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(15)
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Loomis, Sayles & Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles & Company, L.P. is set forth in
the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Loomis, Sayles & Company, L.P. and is incorporated herein by reference. Information about the business of Loomis,
Sayles & Company, L.P. and the directors and principal executive officers of Loomis, Sayles & Company, L.P.is also included in the Form ADV filed by Loomis, Sayles & Company, L.P. with the SEC pursuant to the Investment
Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference.
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(16)
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Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth
in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts
Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment
Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference.
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(17)
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Mondrian Investment Partners Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Mondrian Investment Partners Limited is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Mondrian Investment Partners Limited and is incorporated herein by reference. Information about the business of Mondrian Investment Partners
Limited and the directors and principal executive officers of Mondrian Investment Partners Limited is also included in the Form ADV filed by Mondrian Investment Partners Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-37702), which is incorporated herein by reference.
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(18)
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Morgan Stanley Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Morgan Stanley Investment Management, Inc. is set
forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Morgan Stanley Investment Management, Inc. and is incorporated herein by reference. Information about the business of Morgan
Stanley Investment Management, Inc. and the directors and principal executive officers of Morgan Stanley Investment Management, Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management, Inc. with the SEC pursuant to the
Investment Advisers Act of 1940 (File No. 801-15757), which is incorporated herein by reference.
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(19)
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NFJ Investment Group LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of NFJ Investment Group LLC is set forth in the Prospectuses and
Statement of Additional Information of the Registrants series that are subadvised by NFJ Investment Group LLC and is incorporated herein by reference. Information about the business of NFJ Investment Group LLC and the directors and principal
executive officers of NFJ Investment Group LLC is also included in the Form ADV filed by NFJ Investment Group LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47940), which is incorporated herein by reference.
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(20)
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Palisade Capital Management, L.L.C. performs investment management services for the Registrant and certain other clients. Information regarding the business of Palisade Capital Management, L.L.C. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Palisade Capital Management, L.L.C. and is incorporated herein by reference. Information about the business of Palisade Capital Management,
L.L.C. and the directors and principal executive officers of Palisade Capital Management, L.L.C. is also included in the Form ADV filed by Palisade Capital Management, L.L.C. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-48401), which is incorporated herein by reference.
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(21)
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Pyramis Global Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pyramis Global Advisors, LLC is set forth in the Prospectuses and
Statement of Additional Information of the Registrants series that are subadvised by Pyramis Global Advisors, LLC and is incorporated herein by reference. Information about the business of Pyramis Global Advisors, LLC and the directors and
principal executive officers of Pyramis Global Advisors, LLC is also included in the Form ADV filed by Pyramis Global Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63658), which is incorporated herein
by reference.
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(22)
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River Road Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of River Road Asset Management, LLC is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by River Road Asset Management, LLC and is incorporated herein by reference. Information about the business of River Road Asset Management, LLC
and the directors and principal executive officers of River Road Asset Management, LLC is also included in the Form ADV filed by River Road Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-64175),
which is incorporated herein by reference.
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(23)
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Segall Bryant & Hamill LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Segall Bryan & Hamill LLC is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Segall Bryant & Hamill LLC and is incorporated herein by reference. Information about the business of Segall Bryant &
Hamill LLC and the directors and principal executive officers of Segall Bryant & Hamill LLC is also included in the Form ADV filed by Segall Bryant & Hamill LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-47232), which is incorporated herein by reference.
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(24)
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Sit Investment Associates, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Sit Investment Associates, Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Sit Investment Associates, Inc. and is incorporated herein by reference. Information about the business of Sit Investment Associates, Inc.
and the directors and principal executive officers of Sit Investment Associates, Inc. is also included in the Form ADV filed by Sit Investment Associates, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16350),
which is incorporated herein by reference.
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(25)
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Snow Capital Management L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Snow Capital Management L.P. is set forth in the Prospectuses and
Statement of Additional Information of the Registrants series that are subadvised by Snow Capital Management L.P. and is incorporated herein by reference. Information about the business of Snow Capital Management L.P. and the directors and
principal executive officers of Snow Capital Management L.P. is also included in the Form ADV filed by Snow Capital Management L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-34451), which is incorporated herein
by reference.
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(26)
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TCW Investment Management Company performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by TCW Investment Management Company and is incorporated herein by reference. Information about the business of TCW Investment Management
Company and the directors and principal executive officers of TCW Investment Management Company is also included in the Form ADV filed by TCW Investment Management Company with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-29075), which is incorporated herein by reference.
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(27)
|
Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International
Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-63196), which is incorporated herein by reference.
|
(28)
|
Victory Capital Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Victory Capital Management Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Victory Capital Management Inc. and is incorporated herein by reference. Information about the business of Victory Capital Management Inc.
and the directors and principal executive officers of Victory Capital Management Inc. is also included in the Form ADV filed by Victory Capital Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46878),
which is incorporated herein by reference.
|
(29)
|
Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management
Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940
(File No. 801-21122), which is incorporated herein by reference.
|
(30)
|
Winslow Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Winslow Capital Management, Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Winslow Capital Management, Inc. and is incorporated herein by reference. Information about the business of Winslow Capital Management, Inc.
and the directors and principal executive officers of Winslow Capital Management, Inc. is also included in the Form ADV filed by Winslow Capital Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41316),
which is incorporated herein by reference.
|
Item 32.
|
Principal Underwriter
|
(a)
|
Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:
|
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable
Series Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds Variable Insurance Trust I and Wanger Advisors Trust.
(b)
|
As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.
|
|
|
|
|
|
Name and Principal Business
Address*
|
|
Position and Offices
with Principal Underwriter
|
|
Positions and Offices
with Registrant
|
|
|
|
William F. Truscott
|
|
Chief Executive Officer
|
|
Board Member, Senior Vice President
|
|
|
|
Joseph Kringdon
|
|
President and Head of Intermediary Distribution
|
|
None
|
|
|
|
Amy Unckless
|
|
Managing Director, Head of Private Wealth Management and Investment Only
|
|
None
|
|
|
|
Jeffrey F. Peters
|
|
Managing Director and Head of Global Institutional Distribution
|
|
None
|
|
|
|
Dave K. Stewart
|
|
Chief Financial Officer
|
|
None
|
|
|
|
Scott R. Plummer
|
|
Senior Vice President, Chief Legal Officer, Head of Global Asset Management Legal and Assistant Secretary
|
|
None
|
|
|
|
Stephen O. Buff
|
|
Vice President, Chief Compliance Officer
|
|
None
|
|
|
|
|
|
Hector DeMarchena
|
|
Vice President Institutional Asset Management Product Administration and Assistant Treasurer
|
|
None
|
|
|
|
Joe Feloney
|
|
Vice President National Sales Manager U.S. Trust/Private Wealth Management
|
|
None
|
|
|
|
Thomas A. Jones
|
|
Vice President and head of Strategic Relations
|
|
None
|
|
|
|
Gary Rawdon
|
|
Vice President Sales Governance and Administration
|
|
None
|
|
|
|
Thomas R. Moore
|
|
Secretary
|
|
None
|
|
|
|
Michael E. DeFao
|
|
Vice President and Assistant Secretary
|
|
Vice President and Assistant Secretary
|
|
|
|
Paul B. Goucher
|
|
Vice President and Assistant Secretary
|
|
Senior Vice President,
Chief Legal Officer
and Assistant Secretary
|
|
|
|
Tara W. Tilbury
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
|
|
Nancy W. LeDonne
|
|
Vice President and Assistant Secretary
|
|
None
|
|
|
|
Ryan C. Larrenaga
|
|
Vice President and Assistant Secretary
|
|
Vice President and Secretary
|
|
|
|
Joseph L. DAlessandro
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
|
|
Christopher O. Petersen
|
|
Vice President and Assistant Secretary
|
|
President and Principal Executive Officer
|
|
|
|
Eric T. Brandt
|
|
Vice President and Assistant Secretary
|
|
None
|
|
|
|
James L. Hamalainen
|
|
Treasurer
|
|
None
|
|
|
|
Ken Murphy
|
|
Anti-Money Laundering Officer
|
|
None
|
|
|
|
Kevin Wasp
|
|
Ombudsman
|
|
None
|
|
|
|
Lee Faria
|
|
Conflicts Officer
|
|
None
|
*
|
The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston MA 02110.
|
Item 33.
|
Location of Accounts and Records
|
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:
|
|
|
Fund headquarters, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402;
|
|
|
|
Registrants investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;
|
|
|
|
Registrants subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri 64111;
|
|
|
|
Registrants subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31
st
Floor, Dallas, Texas 75201;
|
|
|
|
Registrants subadviser, BlackRock Financial Management, Inc., 55 East 52
nd
Street, New York, New York 10055;
|
|
|
|
Registrants subadviser, Columbia Wanger Asset Management LLC, 227 West Monroe Street, Chicago, Illinois 60606;
|
|
|
|
Registrants subadviser, Denver Investment Advisors LLC, 1225 17
th
Street, 26
th
Floor, Denver, Colorado
80202;
|
|
|
|
Registrants subadviser, Dimensional Fund Advisors, L.P., 6300 Bee Cave Road, Building One, Austin, Texas 78746;
|
|
|
|
Registrants subadviser, Donald Smith & Co., Inc., 152 West 57
th
Street, 22
nd
Floor, New York, New
York 10019;
|
|
|
|
Registrants subadviser, Eaton Vance Management, Two International Place Boston, Massachusetts 02110;
|
|
|
|
Registrants subadviser, Holland Capital Management LLC, 303 W. Madison Ave., Suite 700, Chicago, Illinois 60606;
|
|
|
|
Registrants subadviser, Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309;
|
|
|
|
Registrants subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, New York 10017;
|
|
|
|
Registrants subadviser, Jennison Associates LLC, 466 Lexington Avenue, New York, New York 10017;
|
|
|
|
Registrants subadviser, Loomis, Sayles & Company, L.P., One Financial Center, Boston, Massachusetts, 02111;
|
|
|
|
Registrants subadviser, The London Company of Virginia, 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226;
|
|
|
|
Registrants subadviser, Massachusetts Financial Services Company, 111 Huntington Ave., Boston, Massachusetts 02199;
|
|
|
|
Registrants subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5
th
Floor, London, United Kingdom EC2V7JD;
|
|
|
|
Registrants subadviser, Morgan Stanley Investment Management, Inc., 522 Fifth Avenue, New York, New York 10036;
|
|
|
|
Registrants subadviser, NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas, Texas 75201;
|
|
|
|
Registrants subadviser, Palisade Capital Management, L.L.C., One Bridge Plaza North, Suite 695, Fort Lee, New Jersey 07024;
|
|
|
|
Registrants subadviser, Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island 02917;
|
|
|
|
Registrants subadviser, River Road Asset Management, LLC, 462 South Fourth Street, Suite 1600, Louisville, Kentucky 40202;
|
|
|
|
Registrants subadviser, Segall Bryan & Hamill LLC, 10 S Wacker Drive, Suite 3500, Chicago, Illinois 60606;
|
|
|
|
Registrants subadviser, Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402;
|
|
|
|
Registrants subadviser, Snow Capital Management L.P., 2000 Georgetowne Drive, Suite 200, Sewickley, Pennsylvania 15143;
|
|
|
|
Registrants subadviser, TCW Investment Management Company, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017;
|
|
|
|
Registrants subadviser Threadneedle International Limited, 60 St. Mary Axe, London EC3A 8JQ, England;
|
|
|
|
Registrants subadviser, Victory Capital Management Inc., 4900 Tiedeman Road, 4
th
Floor, Brooklyn, Ohio 44144;
|
|
|
|
Registrants subadviser, Wells Capital Management Inc., 525 Market Street, San Francisco, California 94105;
|
|
|
|
Registrants subadviser, Winslow Capital Management, LLC, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402;
|
|
|
|
Former subadviser, Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706;
|
|
|
|
Former subadviser, Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282;
|
|
|
|
Former subadviser, Marsico Capital Management, LLC, 1200 17
th
Street, Suite 1600, Denver, Colorado 80202;
|
|
|
|
Former subadviser, Pacific Investment Management Company LLC, 840 Newport Center Drive, Newport Beach, CA 92660;
|
|
|
|
Former subadviser Turner Investments, L.P., 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312;
|
|
|
|
Registrants principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110;
|
|
|
|
Registrants transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA 02110; and
|
|
|
|
Registrants custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005.
|
In
addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as
other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.
Item 34.
|
Management Services
|
Not Applicable.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II,
has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the
20
th
day of February, 2015.
|
|
|
COLUMBIA FUNDS VARIABLE SERIES TRUST II
|
|
|
By:
|
|
/s/ Christopher O. Petersen
|
|
|
Christopher O. Petersen
President
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 20
th
day of February, 2015.
|
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Signature
|
|
Capacity
|
|
|
|
|
/s/ Christopher O. Petersen
Christopher O. Petersen
|
|
President
(Principal Executive
Officer)
|
|
/s/ William A. Hawkins *
William A. Hawkins
|
|
Trustee
|
|
|
|
|
/s/ Michael G. Clarke
Michael G. Clarke
|
|
Chief Financial Officer
(Principal Financial
Officer)
|
|
/s/ R. Glenn Hilliard *
R. Glenn Hilliard
|
|
Trustee
|
|
|
|
|
/s/ Joseph F. DiMaria
Joseph F. DiMaria
|
|
Chief Accounting Officer
(Principal Accounting
Officer)
|
|
/s/ Catherine James Paglia*
Catherine James Paglia
|
|
Trustee
|
|
|
|
|
/s/ William P. Carmichael*
William P. Carmichael
|
|
Chair of the Board
|
|
/s/ Leroy C. Richie*
Leroy C. Richie
|
|
Trustee
|
|
|
|
|
/s/ Kathleen A. Blatz*
Kathleen A. Blatz
|
|
Trustee
|
|
/s/ Anthony M. Santomero*
Anthony M. Santomero
|
|
Trustee
|
|
|
|
|
/s/ Edward J. Boudreau, Jr.*
Edward J. Boudreau, Jr.
|
|
Trustee
|
|
/s/ Minor M. Shaw*
Minor M. Shaw
|
|
Trustee
|
|
|
|
|
/s/ Pamela G. Carlton*
Pamela G. Carlton
|
|
Trustee
|
|
/s/ Alison Taunton-Rigby*
Alison Taunton-Rigby
|
|
Trustee
|
|
|
|
|
/s/ Patricia M. Flynn*
Patricia M. Flynn
|
|
Trustee
|
|
/s/ William F. Truscott*
William F. Truscott
|
|
Trustee
|
|
|
|
* By:
|
|
/s/ Ryan C. Larrenaga
|
|
|
Name: Ryan C. Larrenaga**
|
|
|
Attorney-in-fact
|
**
|
Executed by Ryan C. Larrenaga pursuant to Trustees Power of Attorney, dated January 28, 2015, filed herewith as Exhibit (q)(1) to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374,
of the Registrant on Form N-1A.
|
Exhibit Index
|
|
|
(g)(3)
|
|
Side letter (related to the China Connect Service on behalf of Columbia Variable Portfolio - Emerging Markets Fund), dated December 19, 2014, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan
Chase Bank, N.A., dated March 7, 2011.
|
|
|
(q)(1)
|
|
Trustees Power of Attorney to sign Amendments to this Registration Statement, dated January 28, 2015.
|
|
|
(q)(3)
|
|
Power of Attorney for Joseph F. DiMaria, dated February 16, 2015.
|
|
|
(q)(4)
|
|
Power of Attorney for Michael G. Clarke, dated February 16, 2015.
|
|
|
(q)(5)
|
|
Power of Attorney for Christopher O. Petersen, dated February 16, 2015.
|
December 19, 2014
Amy Johnson
Managing Director and Chief Operating Officer
Columbia Management Investment Advisers
9546 Ameriprise
Financial Center
Minneapolis, MN 55474
RE: China Connect
Service on behalf of each Registrant listed in Schedule A hereto, on behalf of itself and each of the Funds lists under its name on Schedule A hereto
Dear Amy:
This letter relates to your interest in participating
in the China Connect Service (as defined by the Rules of the Stock Exchange of Hong Kong (SEHK)) through your relationships with J.P. Morgans global custody business (J.P. Morgan Custody) pursuant to your global custody
agreement dated March 7, 2011 with us (Custody Agreement) and your applicable J.P. Morgan broker-dealer and its affiliates (including the SEHK exchange participant J.P. Morgan Broking (Hong Kong) Limited) (J.P. Morgan
Broker). As a result, J.P. Morgan is able to facilitate a coordinated settlement process (coordinated brokerage and custody model) to safekeep your China Connect Securities (as defined by the Rules of SEHK) and handle trade
settlements via J.P. Morgan Broking (Hong Kong) Limited.
By choosing to avail yourself of the coordinated brokerage and custody model, you hereby agree
that this letter supplements the Custody Agreement in relation to your trading in China Connect Securities:
1. Disclosure - for stock positions held under
the coordinated brokerage and custody model, you authorise J.P. Morgan Custody to disclose information on available China Connect Securities positions to J.P. Morgan Broker prior to the execution of any sale order from you to ensure you have
sufficient stock available to sell.
2. Delivery of Stock J.P. Morgan Custody shall perform instruction matching and subsequent investigation and
escalation with J.P. Morgan Broker where any discrepancy is identified between the settlement instruction received and the trade execution to ensure appropriate resolution. Nevertheless, for sale orders executed under the China Connect Service, J.P.
Morgan Broker is obligated to deliver securities out of the appropriate CCASS account with Hong Kong Securities Clearing Company Limited (HKSCC) on trade date to satisfy its Continuous Net Settlement obligation due to HKSCC, even in the
event that J.P. Morgan Custody has not received corresponding instructions from you or an alternative settlement date was agreed between you and J.P. Morgan as broker.
Lisa Zippelius
| Vice President |
J.P. Morgan
| 383 Madison Avenue11th Fl, New York, NY 10179 | T: 212 622 0650 |
lisa.zippelius@jpmorgan.com
| jpmorgan.com
With respect to the settlement and custody of China Connect Securities in any of your securities accounts
that is or will be opened pursuant to the Custody Agreement, you acknowledge and undertake that you have familiarized yourself with, and fully understand, the rules, regulations, policies or guidelines applicable to China Connect Service and have
satisfied yourself as to your eligibility to participate and the resultant implications in connection with participating and trading in China Connect Securities.
The China Connect Service raises a number of investment consideration with which you will need to be familiar. Certain of these considerations are listed in
market materials that we will provide you separately and in a supplement to our 17f-7 assessment of the HKSCC.
Please sign and return the enclosed copy
of this letter to reflect your understanding of, and agreement to, the above.
Very truly yours
|
/s/ Lisa Zippelius
|
Relationship Manager
|
|
Lisa Zippelius
|
Vice President
|
ACCEPTED AND AGREED:
EACH
REGISTRANT LISTED ON SCHEDULE A
HERETO, ON BEHALF OF ITSELF AND EACH
OF THE FUNDS LISTED UNDER ITS NAME ON
SCHEDULE A HERETO
|
|
|
/s/ Amy K. Johnson
|
By:
|
|
Amy K. Johnson
|
Title: Managing Director
Lisa Zippelius
|
Vice President |
J.P. Morgan
| 383 Madison Avenue - 11th Fl, New York, NY 10179 | T: 212 622 0650 |
lisa.zippelius@jpmorgan.com
| jpmorgan.com
Schedule A
Columbia Funds Series Trust
Columbia Overseas Value Fund
China Connect (P12934/76569)
Columbia International Value Fund China Connect (P12899/76591)
Columbia Funds Series Trust I
Columbia Emerging Markets
Fund China Connect (P12889/76543)
Columbia Greater China Fund China Connect (P12891/76545)
Columbia Pacific/Asia Fund China Connect (P12935/76570)
Columbia Funds Series Trust II
Columbia Global
Opportunities Fund China Connect (P10215/52346)
Columbia Global Opportunities Fund China Connect (P01045/52302)
Columbia Funds Variable Series Trust II
Variable
Portfolio Emerging Markets Fund China Connect (P01022/52292)
Lisa Zippelius
|
Vice President |
J.P. Morgan
| 383 Madison Avenue - 11th Fl, New York, NY 10179 | T: 212 622 0650 |
lisa.zippelius@jpmorgan.com
| jpmorgan.com
COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC
COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA ETF TRUST
(each
a Registrant)
POWER OF ATTORNEY
Each of the undersigned, as trustees of the above listed investment companies that previously have filed registration statements and
amendments thereto pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940 with the Securities and Exchange Commission, constitutes and appoints Michael G. Clarke, Joseph F. DiMaria, Scott R. Plummer,
Christopher O. Petersen, Paul B. Goucher, Michael E. DeFao, Ryan C. Larrenaga, Joseph L. DAlessandro, Megan E. Garcy, Robert M. Kurucza and George M. Silfen, each individually, his or her true and lawful attorney-in-fact and agent (each an
Attorney-in-Fact) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigneds capacity as a trustee of each Registrant, in the furtherance of the business and affairs of
each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange
Act of 1934 (together the Acts) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (SEC) in respect thereof, in connection with the filing
and effectiveness of each Registrants Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other
filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all
applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each
Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said
Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not
be revoked with respect to any undersigned trustee by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is
intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if
the undersigned ceases to hold the above-referenced office of the Registrant.
Dated the
28
th
day of January, 2015.
|
|
|
|
|
|
|
/s/ William P. Carmichael
|
|
Chair of the Board
|
|
/s/ Catherine James Paglia
|
|
Trustee
|
William P. Carmichael
|
|
|
|
Catherine James Paglia
|
|
|
|
|
|
|
/s/ Kathleen A. Blatz
|
|
Trustee
|
|
/s/ Leroy C. Richie
|
|
Trustee
|
Kathleen A. Blatz
|
|
|
|
Leroy C. Richie
|
|
|
|
|
|
|
/s/ Edward J. Boudreau, Jr.
|
|
Trustee
|
|
/s/ Anthony M. Santomero
|
|
Trustee
|
Edward J. Boudreau, Jr.
|
|
|
|
Anthony M. Santomero
|
|
|
|
|
|
|
/s/ Pamela G. Carlton
|
|
Trustee
|
|
/s/ Minor M. Shaw
|
|
Trustee
|
Pamela G. Carlton
|
|
|
|
Minor M. Shaw
|
|
|
|
|
|
|
/s/ Patricia M. Flynn
|
|
Trustee
|
|
/s/ Alison Taunton-Rigby
|
|
Trustee
|
Patricia M. Flynn
|
|
|
|
Alison Taunton-Rigby
|
|
|
|
|
|
|
/s/ William A. Hawkins
|
|
Trustee
|
|
/s/ William F. Truscott
|
|
Trustee
|
William A. Hawkins
|
|
|
|
William F. Truscott
|
|
|
|
|
|
|
/s/ R. Glenn Hilliard
|
|
Trustee
|
|
|
|
|
R. Glenn Hilliard
|
|
|
|
|
|
|
COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC
(each a Registrant)
POWER OF ATTORNEY
The
undersigned does hereby constitute and appoint Michael G. Clarke, Joseph L. DAlessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Scott R. Plummer, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful
attorney-in-fact and agent (each an Attorney-in-Fact) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigneds capacity as Vice President and/or Chief Accounting
Officer (Principal Accounting Officer) of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be
required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the Acts) and any other applicable federal securities laws, or rules, regulations or requirements of
the U.S. Securities and Exchange Commission (SEC) in respect thereof, in connection with the filing and effectiveness of each Registrants Registration Statement regarding the registration of each Registrant or its shares of
beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and
(ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be
executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and
purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney
specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be
waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.
Dated: February 16, 2015
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/s/ Joseph F. DiMaria
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Joseph F. DiMaria
|
COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC
(each a Registrant)
POWER OF ATTORNEY
The
undersigned does hereby constitute and appoint Joseph L. DAlessandro, Joseph F. DiMaria, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Scott R. Plummer, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful
attorney-in-fact and agent (each an Attorney-in-Fact) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigneds capacity as Treasurer and/or Chief Financial Officer
(Principal Financial Officer) of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to
comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the Acts) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S.
Securities and Exchange Commission (SEC) in respect thereof, in connection with the filing and effectiveness of each Registrants Registration Statement regarding the registration of each Registrant or its shares of beneficial
interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to
execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on
behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the
undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney
specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be
waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.
Dated: February 16, 2015
|
/s/ Michael G. Clarke
|
Michael G. Clarke
|
COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC
(each a Registrant)
POWER OF ATTORNEY
The
undersigned does hereby constitute and appoint Michael G. Clarke, Joseph L. DAlessandro, Joseph F. DiMaria, Paul B. Goucher, Ryan C. Larrenaga, Scott R. Plummer, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful
attorney-in-fact and agent (each an Attorney-in-Fact) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigneds capacity as President (Principal Executive Officer) of
each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of
1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the Acts) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission
(SEC) in respect thereof, in connection with the filing and effectiveness of each Registrants Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments
thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or
foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each
Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person,
and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney
specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be
waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.
Dated: February 16, 2015
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/s/ Christopher O. Petersen
|
Christopher O. Petersen
|