As filed with the Securities and Exchange Commission on October 31, 2016.
Registration Nos. 033-14954
811-05199
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 68 | ☒ |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment No. 70 | ☒ |
(Check Appropriate Box or Boxes)
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
(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: November 14, 2016
☐ | Immediately upon filing pursuant to paragraph (b) |
☒ | On November 1, 2016 pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | On (date) pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This Post-Effective Amendment relates to Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio U.S. Flexible Growth Fund and Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund series of the Registrant.
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A-1 |
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B-1 |
2 | Prospectus 2016 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class 2 | |
Management fees | 0.22% |
Distribution and/or service (12b-1) fees | 0.25% |
Other expenses (a) | 0.05% |
Acquired fund fees and expenses (b) | 0.43% |
Total annual Fund operating expenses | 0.95% |
(a) | Other expenses are based on estimated amounts for the Fund's current fiscal year. |
(b) | Acquired fund fees and expenses are based on estimated amounts for the Fund's current fiscal year. |
■ | you invest $10,000 in the Fund 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. |
1 year | 3 years | |
Class 2 (whether or not shares are redeemed) | $97 | $303 |
Prospectus 2016 | 3 |
■ | derivative transactions, including forward contracts, futures, options and swaps; |
■ | direct investments in exchange-traded funds (ETFs); and |
■ | direct investments in fixed-income or debt instruments (such as investment grade corporate bonds, high yield (i.e., junk) instruments, U.S. Government bonds and notes, Treasury inflation-protected securities (TIPS), mortgage- and asset-backed securities, and mortgage dollar rolls, each with varying interest rates, terms, durations and credit exposures). |
■ | Selects and determines allocations to the Underlying Funds (referred to as the Strategic Allocation); and |
■ | Invests in and determines allocations to the Tactical Assets to modify desired asset class exposures (referred to as the Tactical Allocation). |
4 | Prospectus 2016 |
Prospectus 2016 | 5 |
6 | Prospectus 2016 |
Prospectus 2016 | 7 |
8 | Prospectus 2016 |
Prospectus 2016 | 9 |
10 | Prospectus 2016 |
Prospectus 2016 | 11 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jeffrey Knight, CFA | Senior Portfolio Manager, Managing Director, Global Head of Investment Solutions and Co-Head of Global Asset Allocation | Lead manager | November 2016 | |||
Kent Peterson, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
Anwiti Bahuguna, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
David Weiss, CFA | Vice President, Head of Sub-Advisory Management | Co-manager | November 2016 | |||
Brian Virginia | Senior Portfolio Manager and Vice President, Alternative and Absolute Return Investments | Co-manager | November 2016 |
12 | Prospectus 2016 |
■ | derivative transactions, including forward contracts, futures, options and swaps; |
■ | direct investments in exchange-traded funds (ETFs); and |
■ | direct investments in fixed-income or debt instruments (such as investment grade corporate bonds, high yield (i.e., junk) instruments, U.S. Government bonds and notes, Treasury inflation-protected securities (TIPS), mortgage- and asset-backed securities, and mortgage dollar rolls, each with varying interest rates, terms, durations and credit exposures). |
Prospectus 2016 | 13 |
■ | Selects and determines allocations to the Underlying Funds (referred to as the Strategic Allocation); and |
■ | Invests in and determines allocations to the Tactical Assets to modify desired asset class exposures (referred to as the Tactical Allocation). |
14 | Prospectus 2016 |
Prospectus 2016 | 15 |
16 | Prospectus 2016 |
■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. 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). Unanticipated changes in the currency markets could result in reduced performance for the Fund. 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. |
Prospectus 2016 | 17 |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
18 | Prospectus 2016 |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. 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 credit default swap 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 a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index 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 the credit default swap index. 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 credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
Prospectus 2016 | 19 |
20 | Prospectus 2016 |
Prospectus 2016 | 21 |
22 | Prospectus 2016 |
Prospectus 2016 | 23 |
24 | Prospectus 2016 |
Prospectus 2016 | 25 |
26 | Prospectus 2016 |
Columbia
Variable Portfolio - U.S. Flexible Conservative Growth
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Class 2 | 1.10% |
Prospectus 2016 | 27 |
28 | Prospectus 2016 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jeffrey Knight, CFA | Senior Portfolio Manager, Managing Director, Global Head of Investment Solutions and Co-Head of Global Asset Allocation | Lead manager | November 2016 | |||
Kent Peterson, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
Anwiti Bahuguna, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
David Weiss, CFA | Vice President, Head of Sub-Advisory Management | Co-manager | November 2016 | |||
Brian Virginia | Senior Portfolio Manager and Vice President, Alternative and Absolute Return Investments | Co-manager | November 2016 |
Prospectus 2016 | 29 |
■ | 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. |
30 | Prospectus 2016 |
Prospectus 2016 | 31 |
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 other eligible investors authorized by the Distributor. |
Investment Limits | none |
Conversion Features | none |
Front-End Sales Charges | none |
Contingent Deferred Sales Charges (CDSCs) | none |
Maximum Distribution and/or Service Fees | 0.25% |
32 | Prospectus 2016 |
Prospectus 2016 | 33 |
34 | Prospectus 2016 |
Prospectus 2016 | 35 |
36 | Prospectus 2016 |
■ | 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. |
Prospectus 2016 | 37 |
■ | 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. |
■ | Mutual funds treated as regulated investment companies for tax purposes are required to make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. |
■ | In the case of the Fund, 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). |
38 | Prospectus 2016 |
Prospectus 2016 | 39 |
40 | Prospectus 2016 |
Prospectus 2016 | A-1 |
A-2 | Prospectus 2016 |
Prospectus 2016 | A-3 |
A-4 | Prospectus 2016 |
Prospectus 2016 | A-5 |
A-6 | Prospectus 2016 |
Prospectus 2016 | A-7 |
A-8 | Prospectus 2016 |
Prospectus 2016 | A-9 |
A-10 | Prospectus 2016 |
Prospectus 2016 | A-11 |
A-12 | Prospectus 2016 |
Prospectus 2016 | A-13 |
A-14 | Prospectus 2016 |
Prospectus 2016 | B-1 |
B-2 | Prospectus 2016 |
Prospectus 2016 | B-3 |
B-4 | Prospectus 2016 |
Prospectus 2016 | B-5 |
B-6 | Prospectus 2016 |
Prospectus 2016 | B-7 |
B-8 | Prospectus 2016 |
Prospectus 2016 | B-9 |
B-10 | Prospectus 2016 |
Prospectus 2016 | B-11 |
B-12 | Prospectus 2016 |
Prospectus 2016 | B-13 |
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A-1 |
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B-1 |
2 | Prospectus 2016 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class 2 | |
Management fees | 0.22% |
Distribution and/or service (12b-1) fees | 0.25% |
Other expenses (a) | 0.03% |
Acquired fund fees and expenses (b) | 0.46% |
Total annual Fund operating expenses | 0.96% |
(a) | Other expenses are based on estimated amounts for the Fund’s current fiscal year. |
(b) | Acquired fund fees and expenses are based on estimated amounts for the Fund's current fiscal year. |
■ | you invest $10,000 in the Fund 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. |
1 year | 3 years | |
Class 2 (whether or not shares are redeemed) | $98 | $306 |
Prospectus 2016 | 3 |
■ | derivative transactions, including forward contracts, futures, options and swaps; |
■ | direct investments in exchange-traded funds (ETFs); and |
■ | direct investments in fixed-income or debt instruments (such as investment grade corporate bonds, high yield (i.e., junk) instruments, U.S. Government bonds and notes, Treasury inflation-protected securities (TIPS), mortgage- and asset-backed securities, and mortgage dollar rolls, each with varying interest rates, terms, durations and credit exposures). |
■ | Selects and determines allocations to the Underlying Funds (referred to as the Strategic Allocation); and |
■ | Invests in and determines allocations to the Tactical Assets to modify desired asset class exposures (referred to as the Tactical Allocation). |
4 | Prospectus 2016 |
Prospectus 2016 | 5 |
6 | Prospectus 2016 |
Prospectus 2016 | 7 |
8 | Prospectus 2016 |
Prospectus 2016 | 9 |
10 | Prospectus 2016 |
Prospectus 2016 | 11 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jeffrey Knight, CFA | Senior Portfolio Manager, Managing Director, Global Head of Investment Solutions and Co-Head of Global Asset Allocation | Lead manager | November 2016 | |||
Kent Peterson, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
Anwiti Bahuguna, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
David Weiss, CFA | Vice President, Head of Sub-Advisory Management | Co-manager | November 2016 | |||
Brian Virginia | Senior Portfolio Manager and Vice President, Alternative and Absolute Return Investments | Co-manager | November 2016 |
12 | Prospectus 2016 |
■ | derivative transactions, including forward contracts, futures, options and swaps; |
■ | direct investments in exchange-traded funds (ETFs); and |
■ | direct investments in fixed-income or debt instruments (such as investment grade corporate bonds, high yield (i.e., junk) instruments, U.S. Government bonds and notes, Treasury inflation-protected securities (TIPS), mortgage- and asset-backed securities, and mortgage dollar rolls, each with varying interest rates, terms, durations and credit exposures). |
Prospectus 2016 | 13 |
■ | Selects and determines allocations to the Underlying Funds (referred to as the Strategic Allocation); and |
■ | Invests in and determines allocations to the Tactical Assets to modify desired asset class exposures (referred to as the Tactical Allocation). |
14 | Prospectus 2016 |
Prospectus 2016 | 15 |
16 | Prospectus 2016 |
■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. 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). Unanticipated changes in the currency markets could result in reduced performance for the Fund. 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. |
Prospectus 2016 | 17 |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
18 | Prospectus 2016 |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. 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 credit default swap 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 a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index 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 the credit default swap index. 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 credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
Prospectus 2016 | 19 |
20 | Prospectus 2016 |
Prospectus 2016 | 21 |
22 | Prospectus 2016 |
Prospectus 2016 | 23 |
24 | Prospectus 2016 |
Prospectus 2016 | 25 |
26 | Prospectus 2016 |
Columbia
Variable Portfolio - U.S. Flexible Growth
|
|
Class 2 | 1.10% |
Prospectus 2016 | 27 |
28 | Prospectus 2016 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jeffrey Knight, CFA | Senior Portfolio Manager, Managing Director, Global Head of Investment Solutions and Co-Head of Global Asset Allocation | Lead manager | November 2016 | |||
Kent Peterson, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
Anwiti Bahuguna, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
David Weiss, CFA | Vice President, Head of Sub-Advisory Management | Co-manager | November 2016 | |||
Brian Virginia | Senior Portfolio Manager and Vice President, Alternative and Absolute Return Investments | Co-manager | November 2016 |
Prospectus 2016 | 29 |
■ | 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. |
30 | Prospectus 2016 |
Prospectus 2016 | 31 |
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 other eligible investors authorized by the Distributor. |
Investment Limits | none |
Conversion Features | none |
Front-End Sales Charges | none |
Contingent Deferred Sales Charges (CDSCs) | none |
Maximum Distribution and/or Service Fees | 0.25% |
32 | Prospectus 2016 |
Prospectus 2016 | 33 |
34 | Prospectus 2016 |
Prospectus 2016 | 35 |
36 | Prospectus 2016 |
■ | 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. |
Prospectus 2016 | 37 |
■ | 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. |
■ | Mutual funds treated as regulated investment companies for tax purposes are required to make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. |
■ | In the case of the Fund, 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). |
38 | Prospectus 2016 |
Prospectus 2016 | 39 |
40 | Prospectus 2016 |
Prospectus 2016 | A-1 |
A-2 | Prospectus 2016 |
Prospectus 2016 | A-3 |
A-4 | Prospectus 2016 |
Prospectus 2016 | A-5 |
A-6 | Prospectus 2016 |
Prospectus 2016 | A-7 |
A-8 | Prospectus 2016 |
Prospectus 2016 | A-9 |
A-10 | Prospectus 2016 |
Prospectus 2016 | A-11 |
A-12 | Prospectus 2016 |
Prospectus 2016 | A-13 |
A-14 | Prospectus 2016 |
Prospectus 2016 | B-1 |
B-2 | Prospectus 2016 |
Prospectus 2016 | B-3 |
B-4 | Prospectus 2016 |
Prospectus 2016 | B-5 |
B-6 | Prospectus 2016 |
Prospectus 2016 | B-7 |
B-8 | Prospectus 2016 |
Prospectus 2016 | B-9 |
B-10 | Prospectus 2016 |
Prospectus 2016 | B-11 |
B-12 | Prospectus 2016 |
Prospectus 2016 | B-13 |
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A-1 |
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B-1 |
2 | Prospectus 2016 |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class 2 | |
Management fees | 0.22% |
Distribution and/or service (12b-1) fees | 0.25% |
Other expenses (a) | 0.03% |
Acquired fund fees and expenses (b) | 0.44% |
Total annual Fund operating expenses | 0.94% |
(a) | Other expenses are based on estimated amounts for the Fund's current fiscal year. |
(b) | Acquired fund fees and expenses are based on estimated amounts for the Fund's current fiscal year. |
■ | you invest $10,000 in the Fund 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. |
1 year | 3 years | |
Class 2 (whether or not shares are redeemed) | $96 | $300 |
Prospectus 2016 | 3 |
■ | derivative transactions, including forward contracts, futures, options and swaps; |
■ | direct investments in exchange-traded funds (ETFs); and |
■ | direct investments in fixed-income or debt instruments (such as investment grade corporate bonds, high yield (i.e., junk) instruments, U.S. Government bonds and notes, Treasury inflation-protected securities (TIPS), mortgage- and asset-backed securities, and mortgage dollar rolls, each with varying interest rates, terms, durations and credit exposures). |
■ | Selects and determines allocations to the Underlying Funds (referred to as the Strategic Allocation); and |
■ | Invests in and determines allocations to the Tactical Assets to modify desired asset class exposures (referred to as the Tactical Allocation). |
4 | Prospectus 2016 |
Prospectus 2016 | 5 |
6 | Prospectus 2016 |
Prospectus 2016 | 7 |
8 | Prospectus 2016 |
Prospectus 2016 | 9 |
10 | Prospectus 2016 |
Prospectus 2016 | 11 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jeffrey Knight, CFA | Senior Portfolio Manager, Managing Director, Global Head of Investment Solutions and Co-Head of Global Asset Allocation | Lead manager | November 2016 | |||
Kent Peterson, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
Anwiti Bahuguna, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
David Weiss, CFA | Vice President, Head of Sub-Advisory Management | Co-manager | November 2016 | |||
Brian Virginia | Senior Portfolio Manager and Vice President, Alternative and Absolute Return Investments | Co-manager | November 2016 |
12 | Prospectus 2016 |
■ | derivative transactions, including forward contracts, futures, options and swaps; |
■ | direct investments in exchange-traded funds (ETFs); and |
■ | direct investments in fixed-income or debt instruments (such as investment grade corporate bonds, high yield (i.e., junk) instruments, U.S. Government bonds and notes, Treasury inflation-protected securities (TIPS), mortgage- and asset-backed securities, and mortgage dollar rolls, each with varying interest rates, terms, durations and credit exposures). |
Prospectus 2016 | 13 |
■ | Selects and determines allocations to the Underlying Funds (referred to as the Strategic Allocation); and |
■ | Invests in and determines allocations to the Tactical Assets to modify desired asset class exposures (referred to as the Tactical Allocation). |
14 | Prospectus 2016 |
Prospectus 2016 | 15 |
16 | Prospectus 2016 |
■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. 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). Unanticipated changes in the currency markets could result in reduced performance for the Fund. 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. |
Prospectus 2016 | 17 |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
18 | Prospectus 2016 |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. 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 credit default swap 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 a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index 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 the credit default swap index. 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 credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
Prospectus 2016 | 19 |
20 | Prospectus 2016 |
Prospectus 2016 | 21 |
22 | Prospectus 2016 |
Prospectus 2016 | 23 |
24 | Prospectus 2016 |
Prospectus 2016 | 25 |
26 | Prospectus 2016 |
Columbia
Variable Portfolio - U.S. Flexible Moderate Growth
|
|
Class 2 | 1.10% |
Prospectus 2016 | 27 |
28 | Prospectus 2016 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jeffrey Knight, CFA | Senior Portfolio Manager, Managing Director, Global Head of Investment Solutions and Co-Head of Global Asset Allocation | Lead manager | November 2016 | |||
Kent Peterson, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
Anwiti Bahuguna, Ph.D. | Senior Portfolio Manager | Co-manager | November 2016 | |||
David Weiss, CFA | Vice President, Head of Sub-Advisory Management | Co-manager | November 2016 | |||
Brian Virginia | Senior Portfolio Manager and Vice President, Alternative and Absolute Return Investments | Co-manager | November 2016 |
Prospectus 2016 | 29 |
■ | 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. |
30 | Prospectus 2016 |
Prospectus 2016 | 31 |
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 other eligible investors authorized by the Distributor. |
Investment Limits | none |
Conversion Features | none |
Front-End Sales Charges | none |
Contingent Deferred Sales Charges (CDSCs) | none |
Maximum Distribution and/or Service Fees | 0.25% |
32 | Prospectus 2016 |
Prospectus 2016 | 33 |
34 | Prospectus 2016 |
Prospectus 2016 | 35 |
36 | Prospectus 2016 |
■ | 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. |
Prospectus 2016 | 37 |
■ | 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. |
■ | Mutual funds treated as regulated investment companies for tax purposes are required to make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. |
■ | In the case of the Fund, 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). |
38 | Prospectus 2016 |
Prospectus 2016 | 39 |
40 | Prospectus 2016 |
Prospectus 2016 | A-1 |
A-2 | Prospectus 2016 |
Prospectus 2016 | A-3 |
A-4 | Prospectus 2016 |
Prospectus 2016 | A-5 |
A-6 | Prospectus 2016 |
Prospectus 2016 | A-7 |
A-8 | Prospectus 2016 |
Prospectus 2016 | A-9 |
A-10 | Prospectus 2016 |
Prospectus 2016 | A-11 |
A-12 | Prospectus 2016 |
Prospectus 2016 | A-13 |
A-14 | Prospectus 2016 |
Prospectus 2016 | B-1 |
B-2 | Prospectus 2016 |
Prospectus 2016 | B-3 |
B-4 | Prospectus 2016 |
Prospectus 2016 | B-5 |
B-6 | Prospectus 2016 |
Prospectus 2016 | B-7 |
B-8 | Prospectus 2016 |
Prospectus 2016 | B-9 |
B-10 | Prospectus 2016 |
Prospectus 2016 | B-11 |
B-12 | Prospectus 2016 |
Prospectus 2016 | B-13 |
Columbia Funds Variable Insurance Trust |
Columbia Variable Portfolio – Asset Allocation Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Contrarian Core Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Diversified Absolute Return Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Long Government/Credit Bond Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Managed Volatility Conservative Fund: Class 2 |
Columbia Variable Portfolio – Managed Volatility Conservative Growth Fund: Class 2 |
Columbia Variable Portfolio – Managed Volatility Growth Fund: Class 2 |
Columbia Variable Portfolio – Select Large Cap Growth Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Small Cap Value Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Small Company Growth Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – Strategic Income Fund: Class 1 & Class 2 |
Columbia Variable Portfolio – U.S. Flexible Conservative Growth Fund: Class 2 |
Columbia Variable Portfolio – U.S. Flexible Growth Fund: Class 2 |
Columbia Variable Portfolio – U.S. Flexible Moderate Growth Fund: Class 2 |
Variable Portfolio – AQR Managed Futures Strategy Fund: Class 1 & Class 2 |
Variable Portfolio – Lazard International Equity Advantage Fund: Class 1 & Class 2 |
Variable Portfolio – Multi-Manager Diversified Income Fund: Class 2 |
Variable Portfolio – Multi-Manager Interest Rate Adaptive Fund: Class 2 |
|
2 |
|
6 |
|
8 |
|
15 |
|
15 |
|
51 |
|
76 |
|
77 |
|
78 |
|
78 |
|
88 |
|
91 |
|
93 |
|
94 |
|
94 |
|
95 |
|
96 |
|
97 |
|
101 |
|
101 |
|
105 |
|
105 |
|
113 |
|
116 |
|
116 |
|
119 |
|
120 |
|
121 |
|
123 |
|
123 |
|
123 |
|
124 |
|
128 |
|
131 |
|
131 |
|
133 |
|
134 |
|
134 |
|
135 |
|
137 |
|
145 |
|
151 |
|
A-1 |
|
B-1 |
Statement of Additional Information – November 1, 2016 | 1 |
■ | the organization of the 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. |
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 Investment Manager |
Ameriprise Financial | Ameriprise Financial, Inc. |
AQR | AQR Capital Management, LLC |
BANA | Bank of America, National Association |
Bank of America | Bank of America Corporation |
BFDS/DST | Boston Financial Data Services, Inc./DST Systems, Inc. |
Board | The Trust's Board of Trustees |
Statement of Additional Information – November 1, 2016 | 2 |
Business Day | Any day on which the NYSE is open for business. A business day typically ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE is scheduled to close early, the business day will be considered to end as of the time of the NYSE’s scheduled close. The Fund will not treat an intraday unscheduled disruption in NYSE trading or an intraday unscheduled closing as a close of regular trading on the NYSE for these purposes and will price its shares as of the regularly scheduled closing time for that day (typically, 4:00 p.m. Eastern time). Notwithstanding the foregoing, the NAV of Fund shares may be determined at such other time or times (in addition to or in lieu of the time set forth above) as the Fund’s Board may approve or ratify. 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. |
CEA | Commodity Exchange Act |
CFTC | The United States Commodities Futures Trading Commission |
CMOs | Collateralized mortgage obligations |
Code | Internal Revenue Code of 1986, as amended |
Codes of Ethics | The codes of ethics adopted by the Funds, the Investment Manager, Columbia Management Investment Distributors, Inc. 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 the Distributor |
Columbia Management | Columbia Management Investment Advisers, LLC |
Custodian | JPMorgan Chase Bank, N.A. |
Distribution Agreement | The Distribution Agreement between the 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. |
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 |
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 deemed to be “interested persons” (as defined in the 1940 Act) of the Funds |
Investment Management Services Agreement | The Investment Management Services Agreement, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
JPMorgan | JPMorgan Chase Bank, N.A., the Funds' custodian |
Lazard | Lazard Asset Management LLC |
LIBOR | London Interbank Offered Rate |
Statement of Additional Information – November 1, 2016 | 3 |
Marsico Capital | Marsico Capital Management, LLC |
Management Agreement | The Management Agreement, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Moody’s | Moody’s Investors Service, Inc. |
NASDAQ | National Association of Securities Dealers Automated Quotations system |
NAV | Net asset value per share of a Fund |
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 |
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 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. |
Pyrford | Pyrford International Ltd |
PwC | PricewaterhouseCoopers LLP |
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 |
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 |
SEC | United States Securities and Exchange Commission |
Shares | Shares of a Fund |
Subadvisory 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 |
Subsidiary | One or more wholly-owned subsidiaries of a Fund |
Threadneedle | Threadneedle International Limited |
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 members of the Board’s Trustees |
Trust | Columbia Funds Variable Insurance Trust, the registered investment company in the Columbia Fund Family to which this SAI relates |
Statement of Additional Information – November 1, 2016 | 4 |
VP – Managed Volatility Funds | Columbia Variable Portfolio – Managed Volatility Conservative Fund, Columbia Variable Portfolio – Managed Volatility Conservative Growth Fund, Columbia Variable Portfolio – Managed Volatility Growth Fund, Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund, Columbia Variable Portfolio – U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio – U.S. Flexible Growth Fund and Columbia Variable Portfolio – U.S. Flexible Moderate Growth Fund |
Fund Name: | Referred to as: | |
Columbia Variable Portfolio — Asset Allocation Fund | VP – Asset Allocation Fund | |
Columbia Variable Portfolio — Contrarian Core Fund | VP – Contrarian Core Fund | |
Columbia Variable Portfolio — Diversified Absolute Return Fund | VP – Diversified Absolute Return Fund | |
Columbia Variable Portfolio — Long Government/Credit Bond Fund | VP – Long Government/Credit Bond Fund | |
Columbia Variable Portfolio — Managed Volatility Conservative Fund | VP – MV Conservative Fund | |
Columbia Variable Portfolio — Managed Volatility Conservative Growth Fund | VP – MV Conservative Growth Fund | |
Columbia Variable Portfolio — Managed Volatility Growth Fund | VP – MV Growth Fund | |
Columbia Variable Portfolio — Select Large Cap Growth Fund | VP – Select Large Cap Growth Fund | |
Columbia Variable Portfolio — Small Cap Value Fund | VP – Small Cap Value Fund | |
Columbia Variable Portfolio — Small Company Growth Fund | VP – Small Company Growth Fund | |
Columbia Variable Portfolio — Strategic Income Fund | VP – Strategic Income Fund | |
Columbia Variable Portfolio — U.S. Flexible Conservative Growth Fund | VP – U.S. Flexible Conservative Growth Fund | |
Columbia Variable Portfolio — U.S. Flexible Growth Fund | VP – U.S. Flexible Growth Fund | |
Columbia Variable Portfolio — U.S. Flexible Moderate Growth Fund | VP – U.S. Flexible Moderate Growth Fund | |
Variable Portfolio — AQR Managed Futures Strategy Fund | VP – AQR Managed Futures Strategy Fund | |
Variable Portfolio — Lazard International Equity Advantage Fund | VP – Lazard International Equity Advantage Fund | |
Variable Portfolio — Multi-Manager Diversified Income Fund | VP – MM Diversified Income Fund | |
Variable Portfolio — Multi-Manager Interest Rate Adaptive Fund | VP – MM Interest Rate Adaptive Fund |
Statement of Additional Information – November 1, 2016 | 5 |
Fund | Date Began Operations* | Diversified** | Fund Investment Category*** |
VP – AQR Managed Futures Strategy Fund | 4/30/2012 | No | Alternative |
VP – Asset Allocation Fund | 1/1/1989 | Yes | Fund of Funds – equity |
VP – Contrarian Core Fund | 4/30/2012 | Yes | Equity |
VP – Diversified Absolute Return Fund | 4/30/2012 | Yes | Alternative |
VP – Lazard International Equity Advantage Fund | 4/30/2013 | Yes | Equity |
VP – Long Government/Credit Bond Fund | 4/30/2013 | Yes | Fixed-income |
VP – MM Diversified Income Fund | 6/24/2014 | Yes | Fund of Funds – fixed income |
VP – MM Interest Rate Adaptive Fund | 6/24/2014 | Yes | Fund of Funds – fixed income |
VP – MV Conservative Fund | 4/12/2013 | Yes | Fund of Funds – fixed income |
VP – MV Conservative Growth Fund | 4/12/2013 | Yes | Fund of Funds – equity |
VP – MV Growth Fund | 4/12/2013 | Yes | Fund of Funds – equity |
VP – Select Large Cap Growth Fund | 9/2/2008 | Yes | Equity |
VP – Small Cap Value Fund | 5/19/1998 | Yes | Equity |
VP – Small Company Growth Fund | 1/1/1989 | Yes | Equity |
VP – Strategic Income Fund | 7/5/1994 | Yes | Fixed-income |
VP – U.S. Flexible Conservative Growth Fund | † | Yes | Fund of Funds – fixed income |
VP – U.S. Flexible Growth Fund | † | Yes | Fund of Funds – equity |
VP – U.S. Flexible Moderate Growth Fund | † | Yes | Fund of Funds – equity |
† | The Fund is expected to commence operations on or about November 14, 2016. |
* | 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. |
*** | 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. |
Statement of Additional Information – November 1, 2016 | 6 |
Fund |
Effective
Date of
Name Change |
Previous Fund Name |
VP – Asset Allocation Fund | May 2, 2011 | Columbia Asset Allocation Fund, Variable Series |
VP – Diversified Absolute Return Fund |
May
1, 2015
November 18, 2013 |
Columbia
Variable Portfolio – Multi-Strategy Alternatives Fund
Variable Portfolio – Eaton Vance Global Macro Advantage Fund |
VP – Lazard International Equity Advantage Fund | May 1, 2016 | Variable Portfolio – Pyrford International Equity Fund |
VP – Long Government/Credit Bond Fund | May 1, 2016 | Columbia Variable Portfolio – Core Bond Fund |
VP – Select Large Cap Growth Fund | May 2, 2011 | Columbia Select Large Cap Growth Fund, Variable Series |
VP – Small Cap Value Fund | May 2, 2011 | Columbia Small Cap Value Fund, Variable Series |
VP – Small Company Growth Fund | May 2, 2011 | Columbia Small Company Growth Fund, Variable Series |
VP – Strategic Income Fund | May 2, 2011 | Columbia Strategic Income Fund, Variable Series |
Statement of Additional Information – November 1, 2016 | 7 |
Statement of Additional Information – November 1, 2016 | 8 |
A. | Buy or sell real estate |
A1 – | The Fund may not purchase or sell real estate, except each Fund may: (i) purchase securities of issuers which deal or invest in real estate, (ii) purchase securities which are secured by real estate or interests in real estate and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein. |
A2 – | 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: (i) securities or other instruments backed by real estate or interests in real estate, (ii) securities or other instruments of issuers or entities that deal in real estate or are engaged in the real estate business, (iii) real estate investment trusts (REITs) or entities similar to REITs formed under the laws of non-U.S. countries or (iv) real estate or interests in real estate acquired through the exercise of its rights as a holder of securities secured by real estate or interests therein. |
B. | Buy or sell physical commodities |
B1 – | The Fund may not purchase or sell commodities, except that each Fund may to the extent consistent with its investment objective: (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This limitation does not apply to foreign currency transactions including without limitation forward currency contracts. |
B2 – | The Fund may invest up to 25% of its total assets in one or more wholly-owned subsidiaries that may invest in commodities, thereby indirectly gaining exposure to commodities, and may, to the extent consistent with its investment objective, (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This policy does not limit foreign currency transactions including without limitation forward currency contracts. |
B3 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
(a) | 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 may 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. |
C2 – | 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. |
* | For purposes of applying the limitation set forth in its issuer diversification policy above, a Fund does not consider futures or swaps central counterparties, where the Fund has exposure to such central counterparties in the course of making investments in futures and securities, to be issuers. |
D. | Concentration* |
D1 – | The Fund may 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 or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
Statement of Additional Information – November 1, 2016 | 9 |
D2 – | The Fund may 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, municipality 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. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D3 – | 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 investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
* | 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. Investments in private activity bonds that are backed only by the assets and revenues of a non-governmental issuer are subject to a Fund's industry concentration policy. A 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. |
E. | Act as an underwriter |
E1 – | The Fund may 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. |
E2 – | 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 where the Fund later resells such securities. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
F. | Lending |
F1 – | The Fund may not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
F2 – | 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. |
G. | Borrowing |
G1 – | The Fund may not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
G2 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H. | Issue senior securities |
H1 – | The Fund may not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H2 – | 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 – November 1, 2016 | 10 |
■ | VP – AQR Managed Futures Strategy Fund may invest without limit in foreign instruments, including emerging market instruments. |
■ | VP – Contrarian Core Fund may invest up to 20% of its net assets in foreign securities, either directly or indirectly through depositary receipts. |
■ | VP – Long Government/Credit Bond Fund may invest up to 25% of its net assets in U.S. dollar-denominated foreign debt securities and instruments, including those of foreign governments, non-governmental issuers or other entities. |
■ | VP – Select Large Cap Growth Fund may invest directly in foreign securities or indirectly through depositary receipts. |
■ | VP – Small Cap Value Fund may invest up to 20% of its total assets in foreign securities. |
■ | VP – Small Company Growth Fund will be subject to the following diversification guidelines pertaining to investments in foreign securities: |
1. | The Fund will be invested in a minimum of five different foreign countries at all times when it holds investments in foreign securities. However, this minimum is reduced to four when foreign country investments comprise less than 80% of the Fund’s net asset value; to three when less than 60% of such value; to two when less than 40%; and to one when less than 20%. |
2. | Except as set forth in item 3 below, the Fund will have no more than 20% of its net asset value invested in securities of issuers located in any one foreign country. |
3. | The Fund may have an additional 15% of its value invested in securities of issuers located in any one of the following countries: Australia, Canada, France, Japan, the United Kingdom or Germany. |
■ | VP – Strategic Income Fund may invest in debt securities issued by foreign governments, companies or other entities, including in emerging market countries and non-dollar denominated securities. |
■ | Each Fund (other than those Funds listed below) may not sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | VP – Small Cap Value Fund and VP – Strategic Income Fund may not have a short position, unless the Fund owns, or owns rights (exercisable without payment) to acquire, an equal amount of such securities. |
■ | VP – Small Cap Value Fund and VP – Strategic Income Fund may not purchase securities on margin, but may receive short-term credit to clear securities transactions and may make initial or maintenance margin deposits in connection with futures transactions. |
Statement of Additional Information – November 1, 2016 | 11 |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not purchase securities on margin (but may receive short-term credit to clear securities transactions), make short sales of securities, or participate on a joint or a joint and several basis in any trading account in securities (except in connection with transactions in options, futures, and options on futures). |
■ | VP – Small Cap Value Fund and VP – Strategic Income Fund may not purchase or sell commodities contracts if the total initial margin and premiums on the contracts would exceed 5% of its total assets. |
■ | VP – AQR Managed Futures Strategy Fund may invest more than 25% of its net assets in commodities-related industries. Currently, the Fund considers commodities-related industries to include, among other industries, oil, natural gas, agricultural products and metals industries. |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not invest more than 5% of its net assets (valued at time of purchase) in warrants, nor more than 2% of its net assets in warrants that are not listed on the New York or American Stock Exchanges; |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not write an option on a security unless, in compliance with SEC requirements, cash or liquid securities equal in value to the commodity value (less any applicable margin deposits) have been deposited in a segregated account; |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may buy or sell an option on a security, a futures contract or an option on a futures contract so long as the total initial margin and premiums on the contracts do not exceed 5% of its total assets; |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not purchase a put or call option if the aggregate premiums paid for all put and call options exceed 20% of its net assets (less the amount by which any such positions are in-the-money), excluding put and call options purchased as closing transactions. |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not invest in companies for the purpose of exercising control or management. |
■ | VP – Small Company Growth Fund may not purchase more than 3% of the stock of another investment company; or purchase stock of other investment companies equal to more than 5% of the Fund’s total assets (valued at time of purchase) in the case of any one other investment company and 10% of such assets (valued at the time of purchase) in the case of all other investment companies in the aggregate; any purchases of other investment companies by VP – Small Company Growth Fund are to be made in the open market where no profit to a sponsor or dealer results from the purchase, other than the customary broker’s commission, except for securities acquired as part of a merger, consolidation or acquisition of assets. |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any securities owned or held by it, except as may be necessary in connection with (i) permitted borrowings and (ii) options, futures and options on futures. |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not issue senior securities, except to the extent permitted by the 1940 Act (including permitted borrowings). |
■ | VP – Asset Allocation Fund and VP – Small Company Growth Fund may not purchase portfolio securities for the Fund from, or sell portfolio securities to, any of the officers and directors or Trustees of the Trust or of its investment adviser. |
■ | The borrowing limits for the VP – Small Company Growth Fund are (1) 10% of net asset value when borrowing for any general purpose and (2) 25% of net asset value when borrowing as a temporary measure to facilitate redemptions. For this purpose, net asset value is the market value of all investments or assets owned less outstanding liabilities of the Fund at the time that any new or additional borrowing is undertaken. |
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Type of Investment | Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Fixed
Income |
Tax-Exempt
Fixed Income |
Asset-Backed Securities | • | • | • | • | • |
Bank Obligations (Domestic and Foreign) | • | • | • | • | • |
Collateralized Bond Obligations | • | • | • | • | • |
Statement of Additional Information – November 1, 2016 | 15 |
Type of Investment | Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Fixed
Income |
Tax-Exempt
Fixed Income |
Commercial Paper | • | • | • | • | • |
Common Stock | • | • | • | • | — |
Convertible Securities | • | • | • | • | • |
Corporate Debt Securities | • | • | • | • | • |
Custody Receipts and Trust Certificates | • | • | • | • | • |
Debt Obligations | • | •A | •A | • | • |
Depositary Receipts | • | • | • | • | — |
Derivatives | •B | • | • | • | • |
Dollar Rolls | • | • | • | • | • |
Exchange-Traded Notes | • | • | • | • | • |
Foreign Currency Transactions | • | • | • | • | • |
Foreign Securities | • | • | • | • | • |
Guaranteed Investment Contracts (Funding Agreements) | • | • | • | • | • |
High-Yield Securities | •C | •C | • | • | • |
Illiquid Securities | • | • | • | • | • |
Inflation Protected Securities | • | • | • | • | • |
Initial Public Offerings | •D | • | • | •D | • |
Inverse Floaters | • | • | • | • | • |
Investments in Other Investment Companies (Including ETFs) | • | • | • | • | • |
Listed Private Equity Funds | • | • | • | • | • |
Money Market Instruments | • | • | • | • | • |
Mortgage-Backed Securities | • | • | • | • | • |
Municipal Securities | • | • | • | • | • |
Participation Interests | • | • | • | • | • |
Partnership Securities | • | • | • | • | • |
Preferred Stock | • | • | • | • | • |
Private Placement and Other Restricted Securities | • | • | • | • | • |
Real Estate Investment Trusts | • | • | • | • | • |
Repurchase Agreements | • | • | • | • | • |
Reverse Repurchase Agreements | • | • | • | • | • |
Short Sales | • | • | • | • | • |
Sovereign Debt | • | • | • | • | • |
Standby Commitments | • | • | • | • | • |
U.S. Government and Related Obligations | • | • | • | • | • |
Variable- and Floating-Rate Obligations | • | • | • | • | • |
Warrants and Rights | •E | • | • | • | • |
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■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. 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. The Fund may use these instruments to gain leveraged exposure to currencies, which is a speculative investment practice that increases the Fund's risk exposure and the possibility of losses. Unanticipated changes in the currency markets could result in reduced performance for the Fund. 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. |
■ | A forward interest rate agreement is a derivative whereby 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. |
Statement of Additional Information – November 1, 2016 | 55 |
■ | A bond (or debt instrument) future is a derivative that is an agreement for the contract holder to buy or sell a bond or other debt instrument, a basket of bonds or other debt instrument, or the bonds or other debt instruments in an index on a specified date at a predetermined price. The buyer (long position) of a bond future is obliged to buy the underlying reference at the agreed price on expiry of the future. |
■ | A commodity-linked future is a derivative that is an agreement to buy or sell one or more commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures at a specific date in the future at a specific price. |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
Statement of Additional Information – November 1, 2016 | 56 |
■ | A commodity-linked structured note is a derivative (structured investment) that has principal and/or interest payments based on the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), a basket of commodities, indices of commodity futures or other economic variable. If payment of interest on a commodity-linked structured note is linked to the value of a particular commodity, basket of commodities, 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 reference. Further, to the extent that the amount of principal to be repaid upon maturity is linked to the value of a particular commodity, basket of commodities, 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 manager(s) or for the Fund to accurately value them. |
■ | Structured investments include collateralized debt obligations which are debt instruments that are collateralized by the underlying cash flows of a pool of financial assets or receivables. |
■ | An equity-linked note (ELN) is a derivative (structured investment) that has principal and/or interest payments based on the value of a single equity security, a basket of equity securities or an index of equity securities. 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, as well as in privately negotiated transactions with the issuer of the ELN. 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. The Fund’s investments in ELNs have the potential to lead to significant losses because ELNs are subject to the market and volatility risks associated with their underlying equity. 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. ELNs also include participation notes. |
Statement of Additional Information – November 1, 2016 | 57 |
■ | A commodity-linked swap is a derivative (swap) that is an agreement where the underlying reference is the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures. |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. 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 credit default swap 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 a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index 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 the credit default swap index. 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 credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
■ | An inflation rate swap is a derivative typically 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). |
■ | An interest rate swap is a derivative in which two parties agree to exchange interest rate cash flows, based on a specified notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and foreign interest rates. |
■ | Portfolio and total return swaps are derivative swap transactions in which one party agrees to pay the other party an amount equal to the total return of a defined underlying reference 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 of a different underlying reference. |
■ | 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. |
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Fund |
Assets
Level
(figures in millions) |
Annual
rate at
each asset level |
Management
Services Fee
Effective Date |
VP
– AQR Managed Futures Strategy Fund
(a)
VP – Diversified Absolute Return Fund (a) |
$0 - $500 | 1.100% | 5/1/2016 |
>$500 - $1,000 | 1.050% | 5/1/2016 | |
>$1,000 - $3,000 | 1.020% | ||
>$3,000 - $6,000 | 0.990% | ||
>$6,000 - $12,000 | 0.960% | ||
>$12,000 | 0.950% | ||
VP – Asset Allocation Fund | Assets invested in underlying funds that pay a management services fee to the Investment Manager. | 0.020% | 5/1/2016 |
Assets invested in securities (other than third-party advised mutual funds and funds that pay a management services fee to the Investment Manager), including other Columbia Funds that do not pay a management services fee, ETFs, derivatives and individual securities. |
0.570% |
||
|
Assets invested in non-exchange traded, third party advised mutual funds. |
0.120% |
|
VP
– Contrarian Core Fund
VP – Select Large Cap Growth Fund |
$0 - $500 | 0.770% | 5/1/2016 |
>$500 - $1,000 | 0.720% | 5/1/2016 | |
>$1,000 - $1,500 | 0.670% | ||
>$1,500 - $3,000 | 0.620% | ||
>$3,000 - $6,000 | 0.600% | ||
>$6,000 - $12,000 | 0.580% | ||
>$12,000 | 0.570% | ||
VP – Lazard International Equity Advantage Fund | $0 - $500 | 0.870% | 5/1/2016 |
>$500 - $1,000 | 0.820% | ||
>$1,000 - $1,500 | 0.770% | ||
>$1,500 - $3,000 | 0.720% | ||
>$3,000 - $6,000 | 0.700% | ||
>$6,000 - $12,000 | 0.680% | ||
>$12,000 | 0.670% | ||
VP - Long Government/Credit Bond Fund | $0 - $500 | 0.500% | 5/1/2016 |
>$500 - $1,000 | 0.495% | ||
>$1,000 - $2,000 | 0.480% | ||
>$2,000 - $3,000 | 0.460% | ||
>$3,000 - $6,000 | 0.450% | ||
>$6,000 - $7,500 | 0.430% | ||
>$7,500 - $9,000 | 0.415% | ||
>$9,000 - $12,000 | 0.410% | ||
>$12,000 - $20,000 | 0.390% | ||
>$20,000 - $24,000 | 0.380% | ||
>$24,000 - $50,000 | 0.360% | ||
>$50,000 | 0.340% |
Statement of Additional Information – November 1, 2016 | 79 |
Fund |
Assets
Level
(figures in millions) |
Annual
rate at
each asset level |
Management
Services Fee
Effective Date |
VP – Small Cap Value Fund | $0 - $500 | 0.870% | 5/1/2016 |
VP – Small Company Growth Fund | >$500 - $1,000 | 0.820% | 5/1/2016 |
>$1,000 - $3,000 | 0.770% | ||
>$3,000 - $12,000 | 0.760% | ||
>$12,000 | 0.750% | ||
VP – Strategic Income Fund | $0 - $500 | 0.600% | 5/1/2016 |
>$500 - $1,000 | 0.590% | ||
>$1,000 - $2,000 | 0.575% | ||
>$2,000 - $3,000 | 0.555% | ||
>$3,000 - $6,000 | 0.530% | ||
>$6,000 - $7,500 | 0.505% | ||
>$7,500 - $9,000 | 0.490% | ||
>$9,000 - $10,000 | 0.481% | ||
>$10,000 - $12,000 | 0.469% | ||
>$12,000 - $15,000 | 0.459% | ||
>$15,000 - $20,000 | 0.449% | ||
>$20,000 - $24,000 | 0.433% | ||
>$24,000 - $50,000 | 0.414% | ||
>$50,000 | 0.393% |
(a) | When calculating asset levels for purposes of determining fee breakpoints, asset levels are based on net assets of the Fund, including assets invested in any wholly-owned subsidiary advised by the Investment Manager (“Subsidiaries”). Fees payable by the Fund under this agreement shall be reduced by any management services fees paid to the Investment Manager by any Subsidiaries under separate management agreements with the Subsidiaries. |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Services Fee
Effective Date |
VP
– MM Diversified Income
VP – MM Interest Rate Adaptive Fund VP – MV Conservative Fund VP – MV Conservative Growth Fund VP – MV Growth Fund VP – U.S. Flexible Conservative Growth Fund VP – U.S. Flexible Growth Fund VP – U.S. Flexible Moderate Growth Fund |
$0 - $500 | 0.720% | 5/1/2016 |
>$500 - $1,000 | 0.670% | 5/1/2016 | |
>$1,000 - $1,500 | 0.620% | 5/1/2016 | |
>$1,500 - $3,000 | 0.570% | 5/1/2016 | |
>$3,000 - $6,000 | 0.550% | 5/1/2016 | |
>$6,000 - $12,000 | 0.530% | 10/25/2016 | |
>$12,000 | 0.520% | 10/25/2016 | |
10/25/2016 |
Statement of Additional Information – November 1, 2016 | 80 |
Investment Advisory Services Fees | |||
2015 | 2014 | 2013 | |
For Funds with fiscal period ending December 31 | |||
VP – AQR Managed Futures Strategy Fund | $3,713,262 | $4,272,306 | $4,112,327 |
VP – Asset Allocation Fund | 37,876 | 19,237 | 15,566 |
VP – Contrarian Core Fund | 15,330,307 | 13,629,246 | 7,221,642 |
VP – Diversified Absolute Return Fund | 3,188,409 | 3,332,505 | 3,496,587 |
VP – Lazard International Equity Advantage Fund | 9,606,362 | 8,102,142 | 3,577,332 (a) |
VP – Long Government/Credit Bond Fund | 6,763,328 | 7,105,215 | 4,305,920 (a) |
Statement of Additional Information – November 1, 2016 | 81 |
Investment Advisory Services Fees | |||
2015 | 2014 | 2013 | |
VP – MM Diversified Income Fund | $187 | $8 (b) | N/A |
VP – MM Interest Rate Adaptive Fund | 25 | 1 (b) | N/A |
VP – MV Conservative Fund | 376,999 | 201,889 | $49,327 (c) |
VP – MV Conservative Growth Fund | 1,632,069 | 965,833 | 136,751 (c) |
VP – MV Growth Fund | 11,898,343 | 7,849,755 | 703,760 (c) |
VP – Select Large Cap Growth Fund | 1,786,722 | 1,357,515 | 467,648 |
VP – Small Cap Value Fund | 2,840,293 | 2,999,547 | 2,778,196 |
VP – Small Company Growth Fund | 242,311 | 260,969 | 285,813 |
VP – Strategic Income Fund | 2,274,318 | 6,328,298 | 5,874,451 |
(a) | For the period from April 30, 2013 (commencement of operations) to December 31, 2013. |
(b) | For the period from June 24, 2014 (commencement of operations) to December 31, 2014. |
(c) | For the period from April 12, 2013 (commencement of operations) to December 31, 2013. |
Statement of Additional Information – November 1, 2016 | 82 |
Fund | Subadviser | Parent Company/Other Information | Fee Schedule |
VP – AQR Managed Futures Strategy Fund | AQR (since commencement of operations) | A | 0.65% on the first $500 million reducing to 0.50% as assets increase (a) |
VP – Lazard International Equity Advantage Fund | Lazard (since May 1, 2016) | B | 0.40% on the first $75 million, reducing to 0.20% as assets increase |
VP – MM Diversified Income Fund | Threadneedle (since commencement of operations) | C | 0.00% for all assets (b) |
VP – MM Interest Rate Adaptive Fund | Threadneedle (since commencement of operations) | C | 0.00% for all assets (b) |
(a) | The fee is calculated based on the combined net assets of Columbia Funds subject to the subadviser’s investment management. |
(b) | The Fund invests substantially all of its assets in affiliated underlying funds, for which the Investment Manager is not paid management services fees and, therefore, the subadvisory fee rate is 0.00%. |
(a) | For the period from January 1, 2013 to November 18, 2013. |
(b) | For the period from April 30, 2013 (commencement of operations) to December 31, 2013. |
(c) | The subadviser began managing the Fund after its last fiscal year end; therefore there are no fees to report. |
Statement of Additional Information – November 1, 2016 | 83 |
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 – AQR Managed Futures Strategy Fund |
AQR:
Clifford S. Asness |
37 RICs 43 PIVs 71 other accounts |
$22.70 billion $19.14 billion $29.21 billion |
34
PIVs –
$15.90 billion 23 other accounts – $8.65 billion |
AQR | AQR |
Brian K. Hurst |
13
RICs
54 PIVs 21 other accounts |
$16.20
billion
$27.81 billion $10.60 billion |
46
PIVs –
$24.20 billion 5 other accounts – $3.61 billion |
|||
John M. Liew |
21
RICs
35 PIVs 29 other accounts |
$19.80
billion
$14.40 billion $12.61 billion |
28
PIVs –
$11.13 billion 9 other accounts – $4.35 billion |
|||
Yao Hua Ooi |
13
RICs
45 PIVs 3 other accounts |
$16.20
billion
$22.0 billion $793.84 million |
39
PIVs –
$19.23 billion 2 other accounts – $533.90 million |
|||
Ari Levine |
6
RICs
35 PIVs 8 other accounts |
$3.90
billion
$18.30 billion $2.80 billion |
31
PIVs –
$15.07 billion 3 other accounts – $1.02 billion |
|||
VP – Asset Allocation Fund | Anwiti Bahuguna |
18
RICs
21 PIVs 17 other accounts |
$64.92
billion
$2.09 billion $119.64 million |
None |
Columbia
Management
- FoF |
Columbia Management |
Jeffrey Knight |
23
RICs
2 PIVs 5 other accounts |
$65.94
billion
$20.43 million $8.59 million |
None | |||
Marie M. Schofield |
5
RICs
4 other accounts |
$5.34
billion
$1.04 million |
None | |||
Beth Vanney |
6
RICs
1 PIV 5 other accounts |
$5.77
billion
$11.98 million $7.43 million |
None | |||
VP – Contrarian Core Fund | Guy W. Pope |
8
RICs
6 PIVs 51 other accounts |
$12.39
billion
$1.30 billion $4.39 billion |
None | Columbia Management | Columbia Management |
VP – Diversified Absolute Return Fund | Jeffrey Knight |
23
RICs
2 PIVs 5 other accounts |
$65.75
billion
$20.43 million $8.59 million |
None | Columbia Management | Columbia Management |
William Landes |
2
RICs
1 PIV 4 other accounts |
$316.66
million
$8.46 million $5.55 million |
None | |||
Kent Peterson |
6
RICs
1 PIV 7 other accounts |
$20.09
billion
$8.46 million $547,741.99 |
None | |||
Brian Virginia |
10
RICs
9 other accounts |
$58.99
billion
$2.63 million |
None | |||
Joshua Kutin |
4
RICs
8 other accounts |
$832.32
million
$7.49 million |
None |
Statement of Additional Information – November 1, 2016 | 84 |
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 – Lazard International Equity Advantage Fund |
Lazard:
Paul Moghtader |
10 RICs 10 PIVs 29 other accounts |
$1.05 million $825.7 million $2.37 million |
1 PIV - $461.2 million 29 other accounts - $829.5 million |
Lazard | Lazard |
Taras Ivanenko |
10
RICs
10 PIVs 29 other accounts |
$1.05
million
$825.7 million $2.37 million |
1
PIV - $461.2 million
29 other accounts - $829.5 million |
|||
Ciprian Marin |
10
RICs
10 PIVs 29 other accounts |
$1.05
million
$825.7 million $2.37 million |
1
PIV - $461.2 million
29 other accounts - $829.5 million |
|||
Craig Scholl |
10
RICs
10 PIVs 29 other accounts |
$1.05
million
$825.7 million $2.37 million |
1
PIV - $461.2 million
29 other accounts - $829.5 million |
|||
Susanne Willumsen |
10
RICs
10 PIVs 29 other accounts |
$1.05
million
$825.7 million $2.37 million |
1
PIV - $461.2 million
29 other accounts - $829.5 million |
|||
VP - Long Government/Credit Bond Fund | Carl W. Pappo |
5
RICs
1 PIV 24 other accounts |
$10.71
billion
$50.77 million $2.20 billion |
None | Columbia Management | Columbia Management |
Jason Callan |
4
RICs
6 PIVs 4 Other accounts |
$
3.63 billion
$14.84 billion $734,551.49 |
None | |||
VP – MM Diversified Income Fund | Jeffrey Knight |
23
RICs
2 PIVs 5 other accounts |
$66.02
billion
$20.43 million $8.59 million |
None |
Columbia
Management
- FoF |
Columbia Management |
Anwiti Bahuguna |
18
RICs
21 PIVs 17 other accounts |
$64.99
billion
$2.09 billion $119.64 million |
None | |||
David Weiss | 8 other accounts | $765,000 | None | |||
Dan Boncarosky |
2
RICs
2 other accounts |
$91.73
million
$149,003.49 |
None | |||
VP – MM Interest Rate Adaptive Fund | Jeffrey Knight |
23
RICs
2 PIVs 5 other accounts |
$66.02
billion
$20.43 million $8.59 million |
None |
Columbia
Management
- FoF |
Columbia Management |
Anwiti Bahuguna |
18
RICs
21 PIVs 17 other accounts |
$64.99
billion
$2.09 billion $119.64 million |
None | |||
David Weiss | 8 other accounts | $765,000 | None | |||
Dan Boncarosky |
2
RICs
2 other accounts |
$90.83
million
$149,003.49 |
None |
Statement of Additional Information – November 1, 2016 | 85 |
Statement of Additional Information – November 1, 2016 | 86 |
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 – Small Company Growth Fund | Rahul Narang |
5
RICs
8 other accounts |
$1.74
billion
$661,803.41 |
None | Columbia Management | Columbia Management |
Wayne M. Collette |
2
RICs
1 PIV 5 other accounts |
$956.42
million
$4.73 million $4.52 million |
None | |||
Lawrence W. Lin |
1
RIC
1 PIV 9 other accounts |
$433.81
million
$4.73 million $1.91 million |
None | |||
Daniel Cole |
1
RIC
6 other accounts |
$433.81
million
$3.29 million |
None | |||
VP – Strategic Income Fund | Colin J. Lundgren |
2
RICs
53 other accounts |
$3.63
billion
$17.89 million |
None | Columbia Management | Columbia Management |
Brian Lavin |
13
RICs
2 PIVs 5 other accounts |
$19.36
billion
$132.10 million $3.56 million |
None | |||
Gene R. Tannuzzo |
7
RICs
63 other accounts |
$3.97
billion
$1.28 billion |
None | |||
VP – U.S. Flexible Conservative Growth Fund | Anwiti Bahuguna (a) |
19
RIC
22 PIV 16 other accounts |
$66.98
billion
$2.82 billion $107.88 million |
1 PIV ($517 M) |
Columbia
Management
- FoF |
Columbia Management |
Jeffrey Knight (a) |
24
RICs
2 PIVs 5 other accounts |
$68.57
billion
$530.55 million $13.32 million |
1 PIV ($517 M) | |||
Kent Peterson (a) |
7
RICs
6 other accounts |
$22.99
billion
$531,140 |
None | |||
Brian Virginia (a) |
11
RIC
9 other accounts |
$61.19
billion
$2.42 million |
None | |||
David Weiss (a) |
13
RIC
8 other accounts |
$60.81
billion
$865,000 |
None | |||
VP – U.S. Flexible Growth Fund | Anwiti Bahuguna (a) |
19
RIC
22 PIV 16 other accounts |
$66.98
billion
$2.82 billion $107.88 million |
1 PIV ($517 M) |
Columbia
Management
- FoF |
Columbia Management |
Jeffrey Knight (a) |
24
RICs
2 PIVs 5 other accounts |
$68.57
billion
$530.55 million $13.32 million |
1 PIV ($517 M) | |||
Kent Peterson (a) |
7
RICs
6 other accounts |
$22.99
billion
$531,140 |
None | |||
Brian Virginia (a) |
11
RIC
9 other accounts |
$61.19
billion
$2.42 million |
None | |||
David Weiss (a) |
13
RIC
8 other accounts |
$60.81
billion
$865,000 |
None |
Statement of Additional Information – November 1, 2016 | 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 – U.S. Flexible Moderate Growth Fund | Anwiti Bahuguna (a) |
19
RIC
22 PIV 16 other accounts |
$66.98
billion
$2.82 billion $107.88 million |
1 PIV ($517 M) |
Columbia
Management
- FoF |
Columbia Management |
Jeffrey Knight (a) |
24
RICs
2 PIVs 5 other accounts |
$68.57
billion
$530.55 million $13.32 million |
1 PIV ($517 M) | |||
Kent Peterson (a) |
7
RICs
6 other accounts |
$22.99
billion
$531,140 |
None | |||
Brian Virginia (a) |
11
RIC
9 other accounts |
$61.19
billion
$2.42 million |
None | |||
David Weiss (a) |
13
RIC
8 other accounts |
$60.81
billion
$865,000 |
None |
* | RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. |
** | Number and type 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 Fund is expected to commence operations on or about November 14, 2016; reporting information is provided as of August 31, 2016. |
AQR: Each of the portfolio managers is also responsible for managing other accounts in addition to the Fund, including other accounts of AQR, or its affiliates. Other accounts may include, without limitation, separately managed accounts for foundations, endowments, pension plans, and high net-worth families; registered investment companies; unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”); foreign investment companies; and may also include accounts or investments managed or made by the portfolio managers in a personal or other capacity (“Proprietary Accounts”). Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below. |
From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. |
A potential conflict of interest may arise as a result of a portfolio manager’s management of a number of accounts (including Proprietary Accounts) with similar investment strategies. Often, an investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In addition, different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for portfolios with a similar investment strategy. AQR will not necessarily purchase or sell the same securities at the same time, same direction, or in the same proportionate amounts for all eligible accounts, particularly if different accounts have materially different amounts of capital under management by AQR, different amounts of investable cash available, different strategies, or different risk tolerances. As a result, although AQR manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account. |
Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts (including Proprietary Accounts) simultaneously, AQR or the portfolio manager may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. To this end, AQR has adopted policies and procedures that are intended to ensure that investment opportunities are allocated equitably among accounts over time. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of the securities sought to be traded. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the |
Statement of Additional Information – November 1, 2016 | 88 |
securities available to the Fund from time to time, it is the opinion of AQR that the overall benefits outweigh any disadvantages that may arise from this practice. Subject to applicable laws and/or account restrictions, AQR may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Fund. |
AQR and the Fund’s portfolio managers may also face a conflict of interest where some accounts pay higher fees to AQR than others, such as by means of performance fees. Specifically, the entitlement to a performance fee in managing one or more accounts may create an incentive for AQR to take risks in managing assets that it would not otherwise take in the absence of such arrangements. Additionally, since performance fees reward AQR for performance in accounts which are subject to such fees, AQR may have an incentive to favor these accounts over those that have only fixed asset-based fees with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities. |
AQR has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address potential conflicts of interest that may arise in connection with the management of the Fund and other accounts and that are designed to ensure that all client accounts are treated fairly and equitably over time. |
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. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading services for accounts managed by such Participating Affiliate. As a result, it is possible that the Investment Manager and its Participating Affiliates may trade in the same instruments at the same time, in the same or opposite direction or in different sequence, which could negatively impact the prices paid by the Fund on such instruments. Additionally, in circumstances where trading services are being provided on a coordinated basis for the Investment Manager’s accounts (including the Funds) and the accounts of one or more Participating Affiliates in accordance with applicable law, it is possible that the allocation opportunities available to the Funds may be decreased, especially for less actively traded securities, or orders may take longer to execute, which may negatively impact Fund performance. | |
“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. |
Statement of Additional Information – November 1, 2016 | 89 |
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 Potential Conflicts of Interest – Columbia Management – Fund-of-Funds 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. |
Columbia Management – FoF: 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 – November 1, 2016 | 90 |
AQR : The compensation for each of the portfolio managers that are a Principal of AQR is in the form of distributions based on the net income generated by AQR and each Principal’s relative ownership in AQR. Net income distributions are a function of assets under management and performance of the funds and accounts managed by AQR. A Principal’s relative ownership in AQR is based on cumulative research, leadership and other contributions to AQR. There is no direct linkage between assets under management, performance and compensation. However, there is an indirect linkage in that superior performance tends to attract assets and thus increase revenues. Each portfolio manager is also eligible to participate in AQR’s 401(k) retirement plan which is offered to all employees of AQR. | |
Columbia Management : Portfolio manager 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/or 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. |
Statement of Additional Information – November 1, 2016 | 91 |
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. | |
Lazard : Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. | |
Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by them rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy. | |
Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member. | |
Variable bonus is based on the portfolio manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (as set forth in the prospectus or other governing document) over the current fiscal year and the longer-term performance (3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. In addition, the portfolio manager’s bonus can be influenced by subjective measurement of the manager’s ability to help others make investment decisions. A portion of a portfolio manager’s variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain accounts in shares that vest in two to three years. |
Statement of Additional Information – November 1, 2016 | 92 |
Administrative Services Fees | |||
2015 | 2014 | 2013 | |
For Funds with fiscal period ending December 31 | |||
VP – AQR Managed Futures Strategy Fund | $291,236 | $335,083 | $322,536 |
VP – Asset Allocation Fund | 17,283 | 18,656 | 19,172 |
VP – Contrarian Core Fund | 1,294,768 | 1,145,547 | 601,339 |
VP – Diversified Absolute Return Fund | 250,071 | 261,373 | 274,242 |
VP – Lazard International Equity Advantage Fund | 968,140 | 817,600 | 361,538 (a) |
VP – Long Government/Credit Bond Fund | 1,026,894 | 1,075,734 | 652,482 (a) |
VP – MM Diversified Income Fund | 416 | 37 (b) | N/A |
VP – MM Interest Rate Adaptive Fund | 458 | 58 (b) | N/A |
VP – MV Conservative Fund | 60,451 | 32,680 | 7,931 (c) |
VP – MV Conservative Growth Fund | 264,035 | 156,842 | 22,150 (c) |
VP – MV Growth Fund | 2,051,001 | 1,306,582 | 114,767 (c) |
VP – Select Large Cap Growth Fund | 150,987 | 114,717 | 39,519 |
VP – Small Cap Value Fund | 287,628 | 303,755 | 281,339 |
VP – Small Company Growth Fund | 24,538 | 26,428 | 28,943 |
VP – Strategic Income Fund | 293,749 | 797,383 | 744,832 |
(a) | For the period from April 30, 2013 (commencement of operations) to December 31, 2013. |
(b) | For the period from June 24, 2014 (commencement of operations) to December 31, 2014. |
(c) | For the period from April 12, 2013 (commencement of operations) to December 31, 2013. |
Statement of Additional Information – November 1, 2016 | 93 |
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% |
Fund | Class 1 | Class 2 | Class 3 | Class 4 |
For Funds with fiscal period ending December 31 | ||||
VP – AQR Managed Futures Strategy Fund | $0 | $42,558 | N/A | N/A |
VP – Asset Allocation Fund | 0 | 37,925 | N/A | N/A |
VP – Contrarian Core Fund | 0 | 104,864 | N/A | N/A |
VP – Diversified Absolute Return Fund | 0 | 11,890 | N/A | N/A |
VP – Lazard International Equity Advantage Fund | 0 | 7,792 | N/A | N/A |
VP – Long Government/Credit Bond Fund | 0 | 25,722 | N/A | N/A |
VP – MM Diversified Income Fund | N/A | 5,066 | N/A | N/A |
Statement of Additional Information – November 1, 2016 | 94 |
Fund | Class 1 | Class 2 | Class 3 | Class 4 |
VP – MM Interest Rate Adaptive Fund | N/A | $5,762 | N/A | N/A |
VP – MV Conservative Fund | N/A | 470,034 | N/A | N/A |
VP – MV Conservative Growth Fund | N/A | 2,064,014 | N/A | N/A |
VP – MV Growth Fund | N/A | 17,147,120 | N/A | N/A |
VP – Select Large Cap Growth Fund | $0 | 131 | N/A | N/A |
VP – Small Cap Value Fund | 0 | 881,711 | N/A | N/A |
VP – Small Company Growth Fund | 0 | 1,146 | N/A | N/A |
VP – Strategic Income Fund | 0 | 88,843 | N/A | N/A |
VP – U.S. Flexible Conservative Growth Fund (a) | N/A | N/A | N/A | N/A |
VP – U.S. Flexible Growth Fund (a) | N/A | N/A | N/A | N/A |
VP – U.S. Flexible Moderate Growth Fund (a) | N/A | N/A | N/A | N/A |
(a) | The Fund is expected to commence operations on or about November 14, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – November 1, 2016 | 95 |
Amounts Reimbursed | |||
2015 | 2014 | 2013 | |
For Funds with fiscal period ending December 31 | |||
VP – AQR Managed Futures Strategy Fund | $0 | $271,525 | $660,639 |
VP – Asset Allocation Fund | 10,723 | 42,320 | 43,155 |
VP – Contrarian Core Fund | 11,722 | 0 | 541,457 |
VP – Diversified Absolute Return Fund | 18,956 | 112,837 | 257,997 |
VP – Lazard International Equity Advantage Fund | 0 | 288,588 | 0 (a) |
VP – Long Government/Credit Bond Fund | 101,426 | 42,465 | 14 (a) |
VP – MM Diversified Income Fund | 73,563 | 47,648 (b) | N/A |
VP – MM Interest Rate Adaptive Fund | 70,181 | 46,992 (b) | N/A |
VP – MV Conservative Fund | 0 | 4,179 | 58,480 (c) |
VP – MV Conservative Growth Fund | 0 | 0 | 26,651 (c) |
VP – MV Growth Fund | 0 | 0 | 64,986 (c) |
VP – Select Large Cap Growth Fund | 159,501 | 152,522 | 90,137 |
VP – Small Cap Value Fund | 167,795 | 495,806 | 349,667 |
VP – Small Company Growth Fund | 63,431 | 70,804 | 62,095 |
VP – Strategic Income Fund | 67,066 | 24,581 | 0 |
VP – U.S. Flexible Conservative Growth Fund (d) | N/A | N/A | N/A |
VP – U.S. Flexible Growth Fund (d) | N/A | N/A | N/A |
VP – U.S. Flexible Moderate Growth Fund (d) | N/A | N/A | N/A |
(a) | For the period from April 30, 2013 (commencement of operations) to December 31, 2013. |
(b) | For the period from June 24, 2014 (commencement of operations) to December 31, 2014. |
(c) | For the period from April 12, 2013 (commencement of operations) to December 31, 2013. |
(d) | The Fund is expected to commence operations on or about November 14, 2016, and therefore has no reporting information for periods prior to such date. |
Fees Waived | |||
2015 | 2014 | 2013 | |
For Funds with fiscal period ending December 31 | |||
VP – Small Cap Value Fund | $0 | $123,651 | $337,500 |
Statement of Additional Information – November 1, 2016 | 96 |
Statement of Additional Information – November 1, 2016 | 97 |
Statement of Additional Information – November 1, 2016 | 98 |
Statement of Additional Information – November 1, 2016 | 99 |
Statement of Additional Information – November 1, 2016 | 100 |
Statement of Additional Information – November 1, 2016 | 101 |
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 . |
Statement of Additional Information – November 1, 2016 | 102 |
Subsidiary |
Assets
(millions) |
Annual
rate at
each asset level (a) |
VPMF Offshore Fund, Ltd. | $0 - $500 | 1.100% |
(Subsidiary of VP – AQR Managed Futures Strategy Fund) | >$500 - $1,000 | 1.050% |
>$1,000 - $3,000 | 1.020% | |
CVPDAR1 Offshore Fund, Ltd. | >$3,000 - $6,000 | 0.990% |
CVPDAR2 Offshore Fund, Ltd. | >$6,000 - $12,000 | 0.960% |
CVPDAR3 Offshore Fund, Ltd. | >$12,000 | 0.950% |
(Subsidiaries of VP – Diversified Absolute Return Fund) |
(a) | When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund. |
Statement of Additional Information – November 1, 2016 | 103 |
Statement of Additional Information – November 1, 2016 | 104 |
Statement of Additional Information – November 1, 2016 | 105 |
Name, Address, Year of Birth | Position Held with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
David
M. Moffett
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1952 |
Trustee
2011 |
Retired. Consultant to Bridgewater and Associates | 60 | Director of CIT Bank, CIT Group Inc. (commercial and consumer finance); eBay Inc. (online trading community); Genworth Financial, Inc. (financial and insurance products and services); Paypal Holdings Inc. (payment and data processing services); and Trustee, University of Oklahoma Foundation | Compliance, Audit, Investment Oversight Committee #1 |
Charles
R. Nelson
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1942 |
Trustee
1981 |
Retired. Professor Emeritus, University of Washington since 2011; Professor of Economics, University of Washington from 1976 to 2011; Ford and Louisa Van Voorhis Professor of Political Economy, University of Washington from 1993 to 2011; Adjunct Professor of Statistics, University of Washington from 1980 to 2011; Associate Editor, Journal of Money, Credit and Banking from September 1993 to 2008; consultant on econometric and statistical matters | 60 | None | Advisory Fees & Expenses, Compliance, Investment Oversight Committee #2 |
John
J. Neuhauser
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1943 |
Trustee
1984 |
President, Saint Michael’s College since August 2007; Director or Trustee of several non-profit organizations, including University of Vermont Medical Center; Academic Vice President and Dean of Faculties, Boston College from August 1999 to October 2005; University Professor, Boston College from November 2005 to August 2007 | 60 | Liberty All-Star Equity Fund and Liberty All-Star Growth Fund (closed-end funds) | Advisory Fees & Expenses, Product and Distribution, Investment Oversight Committee #2 |
Patrick
J. Simpson
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1944 |
Trustee
2000 |
Of Counsel, Perkins Coie LLP (law firm) since 2015; Partner, Perkins Coie LLP from 1988 to 2014 | 60 | None | Advisory Fees & Expenses, Audit, Governance, Investment Oversight Committee #1 |
Statement of Additional Information – November 1, 2016 | 106 |
Name, Address, Year of Birth | Position Held with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
Anne-Lee
Verville
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1945 |
Trustee
1998 |
Retired. General Manager, Global Education Industry from 1994 to 1997, President – Application Systems Division from 1991 to 1994, Chief Financial Officer – US Marketing & Services from 1988 to 1991, and Chief Information Officer from 1987 to 1988, IBM Corporation (computer and technology) | 60 | Enesco Group, Inc. (producer of giftware and home and garden decor products) from 2001 to 2006 | Audit, Compliance, Investment Oversight Committee #1 |
Name, Address, Year of Birth | Position Held with the Funds and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
J.
Kevin Connaughton
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1964 |
Trustee
Consultant
2016 |
Trustee Consultant, Columbia Funds since March 2016; Managing Director and General Manager of Mutual Fund Products, Columbia Management Investment Advisers, LLC from May 2010 to February 2015; President, Columbia Funds from 2009 to 2015; and senior officer of Columbia Funds and affiliated funds from 2003 to 2015 | 60 | Board of Governors, Gateway Healthcare since January 2016; Trustee, New Century Portfolios since March 2015; and Director, The Autism Project since March 2015 | Product and Distribution, Advisory Fees & Expenses, Audit, Investment Oversight Committees #1 & #2 |
Natalie
A. Trunow
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1967 |
Trustee
Consultant
2016 |
Trustee Consultant, Columbia Funds since September 2016;Director of Investments, Casey Family Programs since April 2016; Chief Investment Officer, Calvert Investments from August 2008 to January 2016; Section Head and Portfolio Manager, General Motors Asset Management from June 1997 to August 2008 | 60 | Healthcare Services for Children with Special Needs | N/A |
* | J. Kevin Connaughton was appointed consultant to the Trustees effective March 1, 2016. Natalie A. Trunow was appointed consultant to the Trustees effective September 1, 2016. Shareholders of the Funds are expected to be asked to elect each of Mr. Connaughton and Ms. Trunow as a Trustee at a future shareholder meeting. |
Statement of Additional Information – November 1, 2016 | 107 |
Name,
Address,
Year of Birth |
Position
Held
with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
William
F. Truscott
c/o Columbia Management Investment Advisers, LLC, 225 Franklin St. Boston, MA 02110 1960 |
Trustee
2012 |
Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively; 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); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively; 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. | 186 | Trustee to other Columbia Funds since 2001; Chairman of the Board, Columbia Management Investment Advisers, LLC since May 2010; Director, Columbia Management Investment Distributors, Inc. since May 2010; 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. |
Statement of Additional Information – November 1, 2016 | 108 |
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 |
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); Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since May 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. |
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; Executive Vice President and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since July 2013 (previously Director and Global Chief Investment Officer, 2010 – 2013). |
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. |
Amy
Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 |
Vice President (2006) | Managing Director and Global Head of Operations, Columbia Management Investment Advisers, LLC since April 2016 (previously Managing Director and Chief Operating Officer, 2010 – 2016). |
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. |
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; officer of Columbia Funds and affiliated funds since 2005. |
Statement of Additional Information – November 1, 2016 | 109 |
Statement of Additional Information – November 1, 2016 | 110 |
Statement of Additional Information – November 1, 2016 | 111 |
(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 Complex overseen by the Trustee as specified by the Trustee. |
Consultant |
Aggregate
Dollar
Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee |
J. Kevin Connaughton | Over $100,000 |
Natalie A. Trunow | $0 |
Statement of Additional Information – November 1, 2016 | 112 |
Board Member |
Aggregate
Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee |
William F. Truscott | Over $100,000 (a) |
(a) | 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, including Mr. Connaughton and Ms. Trunow, as Consultants to the Trustees). |
Name |
Total
Cash Compensation
from the Columbia Funds Complex Paid (a) |
Amount
Deferred
from Total Compensation (b) |
Trustee | ||
Janet L. Carrig | $239,000 | $239,000 |
Douglas A. Hacker | $354,000 | $0 |
Nancy T. Lukitsh | $245,500 | $0 |
William E. Mayer (e) | $226,500 | $0 |
David M. Moffett | $237,000 | $237,000 |
Charles R. Nelson | $229,000 | $0 |
John J. Neuhauser | $250,500 | $0 |
Patrick J. Simpson | $250,500 | $105,500 |
Anne-Lee Verville | $244,000 | $0 |
Consultant | ||
J. Kevin Connaughton (c) | N/A | N/A |
Natalie A. Trunow (d) | N/A | N/A |
(a) | Includes any portion of cash compensation Trustees elected to defer during the fiscal period. |
(b) | The Trustees may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below. |
(c) | Mr. Connaughton was appointed consultant to the Trustees effective March 1, 2016, and as such has no compensation prior to such date. Mr. Connaughton receives compensation from the Funds for serving as an independent consultant to the Trustees at an annual rate of $228,000. |
(d) |
Ms. Trunow was appointed
consultant to the Trustees effective September 1, 2016, and as such has no compensation prior to such date. Ms. Trunow receives compensation from the Funds for serving as an independent consultant to the Trustees at an annual rate of $228,000.
|
(e) | Mr. Mayer served as Trustee until October 25, 2016, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
Statement of Additional Information – November 1, 2016 | 113 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson |
John
J.
Neuhauser |
Patrick
J.
Simpson (d) |
Anne-Lee
Verville (e) |
J.
Kevin
Connaughton (f) |
Natalie
A.
Trunow (g) |
||
For Funds with fiscal period ending December 31 | ||||||||||||
VP - Asset Allocation Fund | $1,539 | $2,289 | $1,583 | $1,459 | $1,531 | $1,476 | $1,615 | $1,614 | $1,573 | N/A | N/A | |
Amount Deferred | $1,539 | $0 | $0 | $0 | $1,531 | $0 | $0 | $669 | $0 | N/A | N/A | |
VP - AQR Managed Futures Strategy Fund | $2,104 | $3,142 | $2,169 | $1,997 | $2,100 | $2,022 | $2,214 | $2,210 | $2,152 | N/A | N/A | |
Amount Deferred | $2,104 | $0 | $0 | $0 | $2,100 | $0 | $0 | $906 | $0 | N/A | N/A | |
VP - Contrarian Core Fund | $6,159 | $9,150 | $6,335 | $5,841 | $6,132 | $5,909 | $6,465 | $6,462 | $6,292 | N/A | N/A | |
Amount Deferred | $6,159 | $0 | $0 | $0 | $6,132 | $0 | $0 | $2,695 | $0 | N/A | N/A | |
VP - Diversified Absolute Return Fund | $1,993 | $2,969 | $2,051 | $1,891 | $1,985 | $1,912 | $2,094 | $2,091 | $2,038 | N/A | N/A | |
Amount Deferred | $1,993 | $0 | $0 | $0 | $1,985 | $0 | $0 | $864 | $0 | N/A | N/A | |
VP - Lazard International Equity Advantage Fund | $3,852 | $5,713 | $3,960 | $3,651 | $3,830 | $3,693 | $4,041 | $4,040 | $3,933 | N/A | N/A | |
Amount Deferred | $3,852 | $0 | $0 | $0 | $3,830 | $0 | $0 | $1,693 | $0 | N/A | N/A | |
VP - Long Government/Credit Bond Fund | $4,485 | $6,664 | $4,609 | $4,255 | $4,447 | $4,297 | $4,704 | $4,699 | $4,584 | N/A | N/A | |
Amount Deferred | $4,485 | $0 | $0 | $0 | $4,447 | $0 | $0 | $1,958 | $0 | N/A | N/A | |
VP - MM Diversified Income Fund | $1,370 | $2,037 | $1,409 | $1,299 | $1,362 | $1,313 | $1,438 | $1,437 | $1,400 | N/A | N/A | |
Amount Deferred | $1,370 | $0 | $0 | $0 | $1,362 | $0 | $0 | $597 | $0 | N/A | N/A | |
VP - MM Interest Rate Adaptive Fund | $1,370 | $2,038 | $1,409 | $1,300 | $1,363 | $1,314 | $1,438 | $1,437 | $1,401 | N/A | N/A | |
Amount Deferred | $1,370 | $0 | $0 | $0 | $1,363 | $0 | $0 | $597 | $0 | N/A | N/A | |
VP - MV Conservative Fund | $1,707 | $2,526 | $1,753 | $1,617 | $1,689 | $1,635 | $1,788 | $1,789 | $1,743 | N/A | N/A | |
Amount Deferred | $1,707 | $0 | $0 | $0 | $1,689 | $0 | $0 | $756 | $0 | N/A | N/A | |
VP - MV Conservative Growth Fund | $2,913 | $4,298 | $2,988 | $2,758 | $2,878 | $2,787 | $3,048 | $3,050 | $2,971 | N/A | N/A | |
Amount Deferred | $2,913 | $0 | $0 | $0 | $2,878 | $0 | $0 | $1,301 | $0 | N/A | N/A | |
VP - MV Growth Fund | $14,334 | $21,066 | $14,681 | $13,560 | $14,132 | $13,703 | $14,975 | $15,000 | $14,603 | N/A | N/A | |
Amount Deferred | $14,334 | $0 | $0 | $0 | $14,132 | $0 | $0 | $6,480 | $0 | N/A | N/A | |
VP - Select Large Cap Growth Fund | $1,857 | $2,761 | $1,911 | $1,761 | $1,848 | $1,782 | $1,950 | $1,949 | $1,898 | N/A | N/A | |
Amount Deferred | $1,857 | $0 | $0 | $0 | $1,848 | $0 | $0 | $811 | $0 | N/A | N/A | |
VP - Small Cap Value Fund | $2,078 | $3,091 | $2,138 | $1,971 | $2,067 | $1,993 | $2,182 | $2,179 | $2,124 | N/A | N/A | |
Amount Deferred | $2,078 | $0 | $0 | $0 | $2,067 | $0 | $0 | $904 | $0 | N/A | N/A | |
VP - Small Company Growth Fund | $1,427 | $2,122 | $1,468 | $1,353 | $1,419 | $1,368 | $1,498 | $1,496 | $1,458 | N/A | N/A |
Statement of Additional Information – November 1, 2016 | 114 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson |
John
J.
Neuhauser |
Patrick
J.
Simpson (d) |
Anne-Lee
Verville (e) |
J.
Kevin
Connaughton (f) |
Natalie
A.
Trunow (g) |
||
Amount Deferred | $1,427 | $0 | $0 | $0 | $1,419 | $0 | $0 | $622 | $0 | N/A | N/A | |
VP - Strategic Income Fund | $2,443 | $3,763 | $2,556 | $2,334 | $2,501 | $2,376 | $2,612 | $2,591 | $2,520 | N/A | N/A | |
Amount Deferred | $2,443 | $0 | $0 | $0 | $2,501 | $0 | $0 | $953 | $0 | N/A | N/A | |
VP - U.S. Flexible Conservative Growth Fund (h) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
Amount Deferred | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
VP - U.S. Flexible Growth Fund (h) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
Amount Deferred | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
VP - U.S. Flexible Moderate Growth Fund (h) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
Amount Deferred | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(a) | As of December 31, 2015, the value of Ms. Carrig’s account under the deferred compensation plan was $900,488. |
(b) | Mr. Mayer served as Trustee until October 25, 2016, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(c) | As of December 31, 2015, the value of Mr. Moffett's account under the deferred compensation plan was $245,269. |
(d) | As of December 31, 2015, the value of Mr. Simpson’s account under the deferred compensation plan was $2,002,201. |
(e) | As of December 31, 2015, the value of Ms. Verville’s account under the deferred compensation plan was $733,630. |
(f) | Payments to Mr. Connaughton are for the period from March 1, 2016 (when he was first appointed consultant to the Trustees) through the applicable fiscal year end. Mr. Connaughton receives compensation from the Funds for serving as an independent consultant to the Trustees at an annual rate of $228,000. |
(g) | Ms. Trunow was appointed consultant to the Trustees effective September 1, 2016. Ms. Trunow receives compensation from the Funds for serving as an independent consultant to the Trustees at an annual rate of $228,000. |
(h) | The Fund is expected to commence operations on or about November 14, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – November 1, 2016 | 115 |
Statement of Additional Information – November 1, 2016 | 116 |
Statement of Additional Information – November 1, 2016 | 117 |
Statement of Additional Information – November 1, 2016 | 118 |
Total Brokerage Commissions | |||
Fund | 2015 | 2014 | 2013 |
For Funds with fiscal period ending December 31 | |||
VP – AQR Managed Futures Strategy Fund | $184,446 | $262,135 | $234,066 |
VP – Asset Allocation Fund | 4,005 | 1,668 | 135 |
VP – Contrarian Core Fund | 1,167,360 | 1,040,691 | 675,877 |
VP – Diversified Absolute Return Fund | 6,628,957 | 4,978,695 | 264,743 |
VP – Lazard International Equity Advantage Fund | 525,586 | 662,853 | 773,321 (a) |
VP – Long Government/Credit Bond Fund | 40,865 | 33,843 | 21,757 (a) |
VP – MM Diversified Income Fund | 5 | 6 (b) | N/A |
VP – MM Interest Rate Adaptive Fund | 15 | 0 (b) | N/A |
VP – MV Conservative Fund | 43,415 | 8,878 | 2,752 (c) |
VP – MV Conservative Growth Fund | 284,722 | 67,935 | 9,495 (c) |
VP – MV Growth Fund | 4,171,308 | 1,001,296 | 79,272 (c) |
VP – Select Large Cap Growth Fund | 87,560 | 84,122 | 40,505 |
VP – Small Cap Value Fund | 687,139 | 641,902 | 567,602 |
VP – Small Company Growth Fund | 66,550 | 90,289 | 93,525 |
VP – Strategic Income Fund | 41,338 | 107,624 | 59,717 |
VP – U.S. Flexible Conservative Growth Fund (d) | N/A | N/A | N/A |
VP – U.S. Flexible Growth Fund (d) | N/A | N/A | N/A |
VP – U.S. Flexible Moderate Growth Fund (d) | N/A | N/A | N/A |
(a) | For the period from April 30, 2013 (commencement of operations) to December 31, 2013. |
(b) | For the period from June 24, 2014 (commencement of operations) to December 31, 2014. |
(c) | For the period from April 12, 2013 (commencement of operations) to December 31, 2013. |
(d) | The Fund is expected to commence operations on or about November 14, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – November 1, 2016 | 119 |
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 | 2015 | 2014 | 2013 | ||||
For Funds with fiscal period ending December 31 | |||||||
VP – Diversified Absolute Return Fund | Merrill Lynch Pierce Fenner Smith (MLPFS) | (1) | $0 | 0.00% | 5.91% | $51 | $0 |
(1) | Prior to May 1, 2010, MLPFS (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 MLPFS after May 1, 2010. |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending December 31 | ||
VP – AQR Managed Futures Strategy Fund | $0 | $0 |
VP – Asset Allocation Fund | 454,074 | 73 |
VP – Contrarian Core Fund | 1,451,947,439 | 468,000 |
VP – Diversified Absolute Return Fund | 22,468,449 | 9,227 |
VP – Lazard International Equity Advantage Fund | 0 | 0 |
VP – Long Government/Credit Bond Fund | 0 | 0 |
VP – MM Diversified Income Fund | 21,978 | 5 |
VP – MM Interest Rate Adaptive Fund | 30,003 | 7 |
VP – MV Conservative Fund | 13,582,243 | 5,573 |
VP – MV Conservative Growth Fund | 71,821,365 | 30,981 |
VP – MV Growth Fund | 1,080,486,983 | 474,219 |
VP – Select Large Cap Growth Fund | 126,293,279 | 31,049 |
Statement of Additional Information – November 1, 2016 | 120 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
VP – Small Cap Value Fund | $158,536,938 | $256,762 |
VP – Small Company Growth Fund | 18,594,865 | 13,204 |
VP – Strategic Income Fund | 0 | 0 |
VP – U.S. Flexible Conservative Growth Fund (a) | N/A | N/A |
VP – U.S. Flexible Growth Fund (a) | N/A | N/A |
VP – U.S. Flexible Moderate Growth Fund (a) | N/A | N/A |
(a) | The Fund is expected to commence operations on or about November 14, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – November 1, 2016 | 121 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
VP – Long Government/Credit Bond Fund | Chase Issuance Trust | $1,940,169 |
Citigroup, Inc. | $20,569,526 | |
Citigroup Mortgage Loan Trust, Inc. | $3,312,757 | |
Credit Suisse Mortgage Capital Certificates | $1,101,877 | |
Credit Suisse Commercial Mortgage Trust | $5,611,533 | |
GS Mortgage Securities Trust | $2,551,399 | |
GS Mortgage Securities Corp. II | $4,864,836 | |
Jefferies Resecuritization Trust | $3,320,763 | |
JPMorgan Chase & Co. | $6,887,270 | |
JPMorgan Chase Capital XXI | $415,800 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $8,946,870 | |
LB-UBS Commercial Mortgage Trust | $2,214,183 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $1,095,319 | |
Morgan Stanley Re-Remic Trust | $4,629,966 | |
PNC Financial Services Group, Inc.(The) | $9,659,310 | |
VP – MM Diversified Income Fund | None | N/A |
VP – MM Interest Rate Adaptive Fund | None | N/A |
VP – MV Conservative Fund | The Goldman Sachs Group, Inc. | $57,899 |
JPMorgan Chase & Co. | $19,901 | |
VP – MV Conservative Growth Fund | The Goldman Sachs Group, Inc. | $144,259 |
JPMorgan Chase & Co. | $49,752 | |
VP – MV Growth Fund | The Goldman Sachs Group, Inc. | $595,680 |
JPMorgan Chase & Co. | $213,935 | |
VP – Select Large Cap Growth Fund | None | N/A |
VP – Small Cap Value Fund | None | N/A |
VP – Small Company Growth Fund | None | N/A |
VP – Strategic Income Fund | Citigroup Mortgage Loan Trust, Inc. | $1,092,357 |
Credit Suisse Mortgage Capital Certificates | $5,140,462 | |
Credit Suisse Securities (USA) LLC | $1,213,905 | |
E*TRADE Financial Corp. | $197,153 | |
GS Mortgage Securities Trust | $2,707,024 | |
VP – U.S. Flexible Conservative Growth Fund (a) | None | N/A |
VP – U.S. Flexible Growth Fund (a) | None | N/A |
VP – U.S. Flexible Moderate Growth Fund (a) | None | N/A |
(a) | The Fund is expected to commence operations on or about November 14, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – November 1, 2016 | 122 |
Fund | Predecessor Fund | For periods prior to: | ||
VP – Small Cap Value Fund | Colonial Small Cap Value Fund, Variable Series, a series of Liberty Variable Investment Trust | May 1, 2006 | ||
VP – Strategic Income Fund | Colonial Strategic Income Fund, Variable Series, a series of Liberty Variable Investment Trust | May 1, 2006 |
Statement of Additional Information – November 1, 2016 | 123 |
■ | 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 formerly 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 value. The money market Funds will also disclose on the website its overall weighted average maturity, weighted average life maturity, percentage of daily liquid assets, percentage of weekly liquid assets and daily inflows and outflows. |
Statement of Additional Information – November 1, 2016 | 124 |
Statement of Additional Information – November 1, 2016 | 125 |
Statement of Additional Information – November 1, 2016 | 126 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
FactSet Research Systems, Inc. | Used for provision of quantitative analytics, charting and fundamental data and for portfolio analytics. Used also to cover product and marketing developments related to index funds, ETFs, index derivatives, and other sophisticated investment strategies. | Daily or Monthly | ||
Harte-Hanks | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Institutional Shareholder Services Inc. (ISS) | Used for proxy voting administration and research on proxy matters. | Daily | ||
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 | ||
John Roberts, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Kendall Press | Used for commercial printing. | As Needed | ||
Kynex | Used to provide portfolio attribution reports for the Columbia Convertible Securities Fund. Used also for portfolio analytics. | Daily | ||
Malaspina Communications | Used to facilitate writing management’s discussion of Columbia Fund performance for Columbia Fund shareholder reports and periodic marketing communications. | Monthly | ||
Markit | Used for an asset database for analytics and investor reporting. Used to reconcile client commission trades with broker-dealers. | As Needed and Monthly | ||
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. Used also for statistical analysis. | Monthly, Quarterly or As Needed | ||
MSCI Inc. | Used as a hosted portfolio management platform designed for research, reporting, strategy development, portfolio construction and performance and risk attribution, and used for risk analysis and reporting. | Daily | ||
Print Craft | Used to assemble kits and mailing that include the fact sheets. | As Needed |
Statement of Additional Information – November 1, 2016 | 127 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
RegEd, Inc. | Used to review external and certain internal communications prior to dissemination. | Daily | ||
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 trading wrap accounts and to reconcile wrap accounts. | Daily | ||
SS&C Technologies, Inc. | Used to translate account positions for reconciliations. | Daily | ||
SunGard Investment Systems LLC | Used as portfolio accounting system. | Daily | ||
Sustainalytics US Inc. | Used to support the investment process for Columbia U.S. Social Bond Fund. | At least Monthly | ||
Thomson Reuters | Used for statistical analysis. | Monthly | ||
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 | ||
Visions, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Wilshire Associates, Inc. | Used to provide daily performance attribution reporting based on daily holdings to the investment and investment analytics teams. | Daily | ||
Wolters Kluwer | Used to perform tax calculations specific to wash sales and used to analyze tax straddles (diminution of risk). | Monthly |
Statement of Additional Information – November 1, 2016 | 128 |
■ | Allianz Life Insurance Company of North America |
■ | Allianz Life Insurance Company of New York |
■ | American General Life Insurance Company |
■ | American United Life Insurance Company |
■ | Ameritas Life Insurance Corp |
■ | Ameritas Life Insurance Corp of New York |
■ | Delaware Life Insurance Co of New York |
■ | Delaware Life Insurance Company |
■ | Equitrust Life Insurance Company |
■ | Farm Bureau Life Insurance Company |
■ | Great West Life & Annuity Company of New York |
■ | Genworth Life & Annuity Insurance |
■ | Genworth Life Insurance Company of New York |
■ | Great West Life & Annuity Company |
■ | Guardian Insurance & Annuity Company |
■ | Hartford Life Insurance Company |
■ | Independence Life & Annuity Co |
■ | Integrity Life Insurance Company |
■ | Jefferson National Life Insurance Company |
■ | Jefferson National Life Insurance Company of New York |
■ | Liberty Life Assurance Company of Boston |
■ | Midland National Life Insurance Company |
■ | National Integrity Life Insurance Company |
■ | New York Life Insurance & Annuity Corporation |
■ | Principal Life Insurance Company |
■ | Principal National Life Insurance Company |
■ | Prudential Annuities Life Assurance Corporation |
■ | RiverSource Life Insurance Company |
■ | RiverSource Life Insurance Co. of New York |
■ | Security Benefit Life Insurance |
■ | Symetra Life Insurance Company |
■ | The United States Life Insurance Company in the City of New York |
■ | Transamerica Life Insurance Company |
■ | Transamerica Financial Life Insurance Company |
■ | Transamerica Advisors Life Insurance Company |
■ | Transamerica Advisors Life Insurance Company of New York |
■ | Transamerica Premier Life Insurance Company |
■ | Voya Insurance & Annuity Company |
■ | Voya Retirement Insurance & Annuity Company |
Statement of Additional Information – November 1, 2016 | 129 |
Statement of Additional Information – November 1, 2016 | 130 |
Statement of Additional Information – November 1, 2016 | 131 |
Statement of Additional Information – November 1, 2016 | 132 |
Statement of Additional Information – November 1, 2016 | 133 |
Statement of Additional Information – November 1, 2016 | 137 |
Statement of Additional Information – November 1, 2016 | 138 |
Fund |
Total
Capital Loss Carryovers |
Amount Expiring in | Amount not Expiring | |||||
2016 | 2017 | 2018 | 2019 | Short-term | Long-term | |||
For Funds with fiscal period ending December 31 | ||||||||
VP – AQR Managed Futures Strategy Fund | $22,605,692 | $0 | $0 | $0 | N/A | $13,624,222 | $8,981,470 | |
VP – Lazard International Equity Advantage Fund | $13,923,000 | $0 | $0 | $0 | N/A | $5,816,235 | $8,106,765 | |
VP – Long Government/Credit Bond Fund | $12,307,192 | $0 | $0 | $0 | N/A | $8,546,431 | $3,760,761 |
Statement of Additional Information – November 1, 2016 | 139 |
Statement of Additional Information – November 1, 2016 | 140 |
Statement of Additional Information – November 1, 2016 | 141 |
Statement of Additional Information – November 1, 2016 | 142 |
Statement of Additional Information – November 1, 2016 | 143 |
Statement of Additional Information – November 1, 2016 | 144 |
Statement of Additional Information – November 1, 2016 | 145 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
VP – Asset Allocation Fund |
AMERICAN
SKANDIA LIFE ASSURANCE CO
ATTN ALISON MITNICK 1 CORPORATE DRIVE 9TH FLOOR SHELTON CT 06484-6243 |
Class 1
|
8.42% | N/A |
DELAWARE
LIFE INSURANCE COMPANY
1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
Class 1
|
60.68% | 50.18% | |
Class 2 | 77.64% | |||
DELAWARE
LIFE INSURANCE COMPANY
OF NEW YORK 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
Class 2
|
12.65% | N/A | |
GUARDIAN
INSURANCE & ANNUITY CO,INC
ATTN: PAUL IANNELLI MAIL STATION 3-S 3900 BURGESS PLACE BETHLEHEM PA 18017-8993 |
Class 2
|
9.71% | N/A | |
HARTFORD
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT ATTN DAVID TEN BROECK P O BOX 2999 HARTFORD CT 06104-2999 |
Class 1
|
7.11% | N/A | |
INDEPENDENCE
LIFE AND ANNUITY CO
C/O SUN LIFE FINANCIAL PO BOX 9133 WELLESLEY HILLS MA 02481-9133 |
Class 1
|
18.02% | N/A | |
VP – Contrarian Core Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
N/A
|
N/A | 91.45% (a) |
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY GROWTH FUND 14201 N DALLAS PKWAY FL 13 DALLAS TX 75254-2916 |
Class 1
|
11.21% | 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
|
12.95% | N/A | |
JPMCB
NA CUST FOR
VP AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
8.72% | N/A | |
JPMCB
NA CUST FOR
VP MODERATE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
35.45% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
25.64% | N/A | |
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
96.61% | N/A | |
VP – Diversified Absolute Return Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
N/A
|
N/A | 94.32% (a) |
Statement of Additional Information – November 1, 2016 | 146 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
VP CONSERVATIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
6.77% | N/A | |
JPMCB
NA CUST FOR
VP MODERATE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
58.34% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
22.42% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
8.68% | N/A | |
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
98.14% | N/A | |
VP – Lazard International Equity Advantage Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
N/A
|
N/A | 97.52% (a) |
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY GROWTH FUND 14201 N DALLAS PKWAY FL 13 DALLAS TX 75254-2916 |
Class 1
|
9.30% | 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
|
15.78% | N/A | |
JPMCB
NA CUST FOR
VP AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
6.94% | N/A | |
JPMCB
NA CUST FOR
VP MODERATE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
36.48% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
22.77% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
6.50% | N/A | |
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
95.02% | N/A | |
VP – Long Government/Credit Bond Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
N/A
|
N/A | 86.64% (a) |
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY MODERATE GROWTH FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
9.74% | N/A |
Statement of Additional Information – November 1, 2016 | 147 |
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
|
53.70% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
13.76% | N/A | |
JPMCB
NA CUST FOR
VP MODERATELY CONSERVATIVE 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class 1
|
10.43% | N/A | |
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
96.51% | N/A | |
VP – MM Diversified Income Fund |
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
95.98% | 95.98% |
VP – MM Interest Rate Adaptive Fund |
RIVERSOURCE
LIFE ACCOUNT FOR INSIDE
DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
96.89% | 96.89% |
VP – MV Conservative Fund |
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
93.00% | 93.00% |
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
7.00% | N/A | |
VP – MV Conservative Growth Fund |
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
94.90% | 94.90% |
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
5.10% | N/A | |
VP – MV Growth Fund |
RIVERSOURCE
LIFE EXTERNAL
DISTRIBUTION (AEL) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
94.93% | 94.93% |
RIVERSOURCE
LIFE NY FOR INSIDE
DISTRIBUTION (LIFE OF NY) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0002 |
Class 2
|
5.07% | N/A | |
VP – Select Large Cap Growth Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class 2
|
100.00% | 96.16% (a) |
JPMCB
NA CUST FOR
COLUMBIA VP-MANAGED VOLATILITY GROWTH FUND 14201 N DALLAS PKWAY FL 13 DALLAS TX 75254-2916 |
Class 1
|
44.52% | 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
|
51.64% | N/A |
Statement of Additional Information – November 1, 2016 | 148 |
Statement of Additional Information – November 1, 2016 | 149 |
(a) | Combination of all share classes of Columbia Management initial capital and/or affiliated funds-of-funds’ investments. |
Statement of Additional Information – November 1, 2016 | 150 |
Statement of Additional Information – November 1, 2016 | 151 |
Statement of Additional Information – November 1, 2016 | A-1 |
Statement of Additional Information – November 1, 2016 | A-2 |
Statement of Additional Information – November 1, 2016 | A-3 |
Statement of Additional Information – November 1, 2016 | A-4 |
■ | 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. |
■ | 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. |
Statement of Additional Information – November 1, 2016 | B-1 |
Statement of Additional Information – November 1, 2016 | B-2 |
Statement of Additional Information – November 1, 2016 | B-3 |
Statement of Additional Information – November 1, 2016 | B-4 |
Statement of Additional Information – November 1, 2016 | B-5 |
Statement of Additional Information – November 1, 2016 | B-6 |
Statement of Additional Information – November 1, 2016 | B-7 |
Statement of Additional Information – November 1, 2016 | B-8 |
Statement of Additional Information – November 1, 2016 | B-9 |
Statement of Additional Information – November 1, 2016 | B-10 |
Part C. OTHER INFORMATION
Item 28. | Exhibits: |
(a)(1) | Second Amended and Restated Agreement and Declaration of Trust, dated April 12, 2006, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on February 29, 2008. |
(a)(2) | Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, dated June 14, 2006, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on February 29, 2008. |
(a)(3) | Amendment No. 2 to Second Amended and Restated Agreement and Declaration of Trust, dated February 15, 2011, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (a)(3)), filed on January 18, 2012. |
(b) | Amended and Restated By-Laws, dated November 17, 2015, are incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (b)), filed on February 19, 2016. |
(c) | Not Applicable. |
(d)(1) | Amended and Restated Management Agreement, as of April 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Series Trust I and the Registrant, effective July 1, 2015, is incorporated by reference to Post-Effective Amendment No. 257 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (d)(1)), filed on April 27, 2016. |
(d)(1)(i) | Schedule A and Schedule B, as of October 1, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Series Trust I and the Registrant, amended and restated as of April 25, 2016, are incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (d)(1)(i)), filed on September 30, 2016. |
(d)(2) | Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Series Trust I and the Registrant, effective June 16, 2015, is filed herewith as Exhibit (d)(2) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(d)(2)(i) | Schedule A and Schedule B, as of October 25, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Series Trust I and the Registrant, amended and restated as of October 25, 2016, are filed herewith as Exhibit (d)(2)(i) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(d)(3) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(2)), filed on June 23, 2014. |
(d)(3)(i) | Addendum dated March 7, 2012 to the Subadvisory Agreement dated March 7, 2012 between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of AMFSF, is incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(2)(i)), filed on June 23, 2014. |
(d)(4) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Lazard Asset Management LLC dated December 9, 2015, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on April 28, 2016. |
(d)(5) | Management Agreement between Columbia Management Investment Advisers, LLC and CVPDAR3 Offshore Fund, Ltd. (Formerly known as VPGMA Offshore Fund, Ltd.), the subsidiary of Columbia Variable Portfolio Diversified Absolute Return Fund, effective May 1, 2016, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on April 28, 2016. |
(d)(6) | Management Agreement between Columbia Management Investment Advisers, LLC and VPMF Offshore Fund, Ltd., the subsidiary of Variable Portfolio AQR Managed Futures Strategy Fund, effective May 1, 2016, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on April 28, 2016. |
(d)(7) | Management Agreement between Columbia Management Investment Advisers, LLC and CVPDAR1 Offshore Fund, Ltd., the subsidiary of Columbia Variable Portfolio Diversified Absolute Return Fund, effective May 1, 2016, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on April 28, 2016. |
(d)(8) | Management Services Agreement between Columbia Management Investment Advisers, LLC and CVPDAR2 Offshore Fund, Ltd., the subsidiary of Columbia Variable Portfolio Diversified Absolute Return Fund, effective May 1, 2016, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on April 28, 2016. |
(e)(1) | Distribution Agreement, by and between the Registrant and Columbia Management Investment Distributors, Inc., dated as of March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 28, 2016. |
(e)(1)(i) | Restated Schedule I, as of October 25, 2016 and Schedule II, as of December 10, 2010, to the Distribution Agreement, by and between the Registrant and Columbia Management Investment Distributors, Inc., dated as of May 1, 2016, are filed herewith as Exhibit (e)(1)(i) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(f) | Not applicable. |
(g)(1) | Second Amended and Restated Master Global Custody Agreement between certain Funds and JPMorgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on April 29, 2011. |
(g)(1)(i) |
Addendum (related to Columbia Variable Portfolio Contrarian Core Fund, Variable Portfolio AQR Managed Futures Strategy Fund, Columbia Variable Portfolio Diversified Absolute Return Fund), dated March 9, 2012; Addendum (related to Columbia Variable Portfolio Managed Volatility Conservative Fund, Columbia Variable Portfolio-Managed Volatility Conservative Growth Fund, Columbia Variable Portfolio Managed Volatility Growth Fund, Columbia Variable Portfolio Long Government/Credit Bond Fund (formerly known as Columbia Variable Portfolio Core Bond Fund) and Variable Portfolio Lazard International Equity Advantage Fund (formerly known as Variable Portfolio Pyrford International Equity Fund) , dated March 15, 2013; and Addendum (related to Variable Portfolio Multi-Manager Diversified Income Fund and Variable Portfolio Multi-Manager Interest Rate Adaptive Fund), dated June 17, 2014, to the Second Amended and Restated Master |
Global Custody Agreement between certain Funds and JPMorgan Chase Bank, N.A., dated March 7, 2011, are incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (g)(1)(i)), filed on June 23, 2014. |
(g)(1)(ii) | Addendum (related to Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio U.S. Flexible Growth Fund and Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund), dated October 18, 2016, to the Second Amended and Restated Master Global Custody Agreement between certain Funds and JPMorgan Chase Bank, N.A., dated March 7, 2011, is filed herewith as Exhibit (g)(1)(ii) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(h)(1) | Transfer and Dividend Disbursing Agent Agreement, dated as of March 1, 2016, by and between the Registrant and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on April 28, 2016. |
(h)(1)(i) | Restated Schedule A, as of October 25, 2016, and Schedule B to Transfer and Dividend Disbursing Agent Agreement, dated as of March 1, 2016, are filed herewith as Exhibit (h)(1)(i) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(h)(2)(i) | Amended and Restated Participation Agreement, dated April 3, 1998, among the Registrant, Keyport Life Insurance Company and Keyport Financial Services Corp, is incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (9)(c)), filed on April 28, 1998. |
(h)(2)(ii) | Participation Agreement, dated as of October 1, 1993, among the Registrant, Keyport Financial Services Corp. and Independence Life Annuity Company, is incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (9)(d)), filed on May 27, 1998. |
(h)(2)(iii) | Participation Agreement, dated as of April 15, 1994, among the Registrant, Transamerica Occidental Life Insurance Company, Stein Roe and Charles Schwab & Co., Inc., is incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (9)(e)), filed on May 27, 1998. |
(h)(2)(iv) | Participation Agreement, dated as of December 1, 1994, among the Registrant, FirstTransamerica Life Insurance Company, Stein Roe and Charles Schwab & Co., Inc., is incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (9)(f)), filed on May 27, 1998. |
(h)(2)(v) | Participation Agreement, dated May 8, 1998, among the Registrant, Keyport Benefit Life Insurance Company, and Keyport Financial Services Corp., is incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (9)(j)), filed on May 27, 1998. |
(h)(2)(vi) | Form of Fund Participation Agreement is incorporated by reference to Post-Effective Amendment No. 39 to this Registration Statement filed on April 29, 2011. |
(h)(3) | Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Series Trust I is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (h)(4)), filed on June 29, 2016. |
(h)(3)(i) | Restated Schedule A, effective October 25, 2016, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Series Trust I is filed herewith as Exhibit (h)(3)(i) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(h)(4) | Amended and Restated Credit Agreement as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (h)(14)), filed on April 16, 2015. |
(h)(5) | Restated Credit Agreement, as of December 8, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (h)(9)(i)), filed on April 11, 2016. |
(i)(1) | Opinion and consent of counsel with respect to Columbia Variable Portfolio Asset Allocation Fund, Columbia Variable Portfolio Small Company Growth Fund, Columbia Variable Portfolio Small Cap Value Fund, Columbia Variable Portfolio Small Company Growth Fund and Columbia Variable Portfolio Strategic Income Fund, is incorporated by reference to Post-Effective Amendment No. 29 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (i)), filed on or about April 10, 2006. |
(i)(2) | Opinion and consent of counsel with respect to Columbia Variable Portfolio Select Large Cap Growth Fund, is incorporated by reference to Post-Effective Amendment No. 34 Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (i)(2)), filed on August 29, 2008. |
(i)(3) | Opinion and consent of counsel with respect to Columbia Variable Portfolio Contrarian Core Fund, Variable Portfolio AQR Managed Futures Strategy Fund, Variable Portfolio Eaton Vance Global Marco Advantage Fund (effective May 1, 2015, to be known Columbia Variable Portfolio Diversified Absolute Return Fund), is incorporated by reference to Post-Effective Amendment No. 43 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (i)(3)), filed on April 17, 2012. |
(i)(4) | Opinion and consent of counsel with respect to Columbia Variable Portfolio Long Government/Credit Bond Fund, Columbia Variable Portfolio Managed Volatility Conservative Fund, Columbia Variable Portfolio Managed Volatility Conservative Growth Fund, Columbia Variable Portfolio Managed Volatility Growth Fund and Variable Portfolio Lazard International Equity Advantage Fund is incorporated by reference to Post-Effective Amendment No. 49 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (i)(4)), filed on April 10, 2013. |
(i)(5) | Opinion and consent of counsel with respect to Variable Portfolio Multi-Manager Diversified Income Fund and Variable Portfolio Multi-Manager Interest Rate Adaptive Fund, is incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (i)(5)), filed on June 23, 2014. |
(i)(6) | Opinion and consent of counsel with respect to Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio U.S. Flexible Growth Fund and Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund is filed herewith as Exhibit (i)(6) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(j) | Consents of PricewaterhouseCoopers LLP: Not applicable. |
(k) | Omitted Financial Statements: Not applicable. |
(l) | Initial Capital Agreement: Not applicable. |
(m)(1) | Rule 12b-1 Inter-Distributor Agreement, dated June 1, 2000, is incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on June 1, 2000. |
(m)(2) | Amended and Restated Distribution Plan, as of August 17, 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit) (m)(1)), filed on September 30, 2016. |
(n) | Rule 18f-3 Multi-Class Plan is incorporated by reference to Post-Effective Amendment No. 43 Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (o)), filed on April 17, 2012. |
(o) | Reserved. |
(p)(1) | Code of Ethics of Columbia Atlantic Board Funds, effective February 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(1)), filed on April 11, 2016. |
(p)(2) | Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 1, 2015, is incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit) (p)(2)), filed on February 19, 2016. |
(p)(3) | Code of Ethics of AQR Capital Management, LLC (subadviser of Variable Portfolio AQR Managed Futures Strategy Fund), is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(3), filed on April 11, 2016. |
(p)(4) | Code of Ethics of Lazard Asset Management LLC (subadviser of Variable Portfolio - Lazard International Equity Advantage Fund (formerly known as Variable Portfolio Pyrford International Equity Fund) dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (p)(4)), filed on April 28, 2016. |
(q)(1) | Trustees Power of Attorney, dated January 26, 2016, is incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 19, 2016. |
(q)(2) | Power of Attorney for Michael G. Clarke, dated May 23, 2016, is filed herewith as Exhibit (q)(2) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A. |
(q)(3) | Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 60 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (q)(7)), filed on February 20, 2015. |
Item 29. | Persons Controlled by or under Common Control with Registrant |
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.
Item 30. | Indemnification |
Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrants request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrants request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrants Bylaws, which have been filed as an exhibit to this registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he 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, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Persons office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the 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. | Business and Other Connections of Investment Adviser |
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (the Investment Manager), the Registrants investment adviser, 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.
(a) | The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrants portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager 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 the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. |
(b) | AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55543), which is incorporated herein by reference. |
(c) | Lazard Asset Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Lazard Asset Management LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Lazard Asset Management LLC and is incorporated herein by reference. Information about the business of Lazard Asset Management LLC and the directors and principal executive officers of Lazard Asset Management LLC is also included in the Form ADV filed by Lazard Asset Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-61701), 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 and Wanger Advisors Trust.
(b) | As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc. |
Name and Principal Business
|
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 | ||
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, Head of Global Asset Management Legal and Assistant Secretary | None | ||
Michael E. DeFao | Vice President, Chief Legal Officer and Assistant Secretary | Vice President and Assistant Secretary |
Stephen O. Buff | Vice President, Chief Compliance Officer | None | ||
Paulo Botelho | Vice President Investor and Intermediary Services | 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 | ||
Leslie A. Walstrom | Vice President and U.S. Head of Marketing | None | ||
Thomas R. Moore | Secretary | None | ||
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 | ||
Shweta J. Jhanji | Treasurer | None | ||
Michael Tempesta | Anti-Money Laundering Officer and Identity Theft Prevention Officer | None | ||
Kevin Wasp | Ombudsman | None | ||
Kristin Weisser | Conflicts Officer | None |
* | The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston MA 02110. |
(c) | Not Applicable. |
Item 33. Location of Accounts and Records
Person maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder include:
| Registrant, 225 Franklin Street, Boston, MA 02110; |
| Registrants investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
| 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; |
| Registrants custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza, 19th Floor, New York, NY 10005; |
| Registrants former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111; |
| Registrants subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830; |
| Registrants subadviser, Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY 10112; |
| Registrants former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110; |
| Registrants former subadviser, Goldman Sachs Asset Management, L.P., 200 West Street, New York, NY 10282; |
| Registrants former subadviser, Nordea Investment Management North America, Inc., 437 Madison Avenue, New York, NY 10022; and |
| Registrants former subadviser, Pyrford International Ltd, 95 Wigmore Street, London, W1U 1FD England. |
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.
Item 35. | Undertakings |
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 INSURANCE TRUST, certifies that it meets all the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) under the Securities Act of 1933 and 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 31st day of October, 2016.
COLUMBIA FUNDS VARIABLE INSURANCE TRUST | ||||
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 31st day of October, 2016.
Signature | Capacity | Signature | Capacity | |||
/s/ Christopher O. Petersen |
President |
/s/ David M. Moffett* |
Trustee | |||
Christopher O. Petersen |
(Principal Executive Officer) |
David M. Moffett | ||||
/s/ Michael G. Clarke* |
Chief Financial Officer |
/s/ Charles R. Nelson* |
Trustee | |||
Michael G. Clarke |
(Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) |
Charles R. Nelson | ||||
/s/ Douglas A. Hacker* |
Chair of the Board |
/s/ John J. Neuhauser* |
Trustee | |||
Douglas A. Hacker | John J. Neuhauser | |||||
/s/ Janet L. Carrig* |
Trustee |
/s/ Patrick J. Simpson* |
Trustee | |||
Janet L. Carrig | Patrick J. Simpson | |||||
/s/ Nancy T. Lukitsh* |
Trustee |
/s/ William F. Truscott* |
Trustee | |||
Nancy T. Lukitsh | William F. Truscott | |||||
/s/ William E. Mayer* |
Trustee |
/s/ Anne-Lee Verville* |
Trustee | |||
William E. Mayer | Anne-Lee Verville |
* | By: |
/s/ Joseph L. D Alessandro |
||
Name: | Joseph L. D Alessandro** | |||
Attorney-in-fact |
** | Executed by Joseph L. D Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016, filed herewith as Exhibit (q)(2) to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of the Registrant on Form N-1A, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 26, 2016, and incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement No. 033-14954 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 19, 2016. |
Exhibit Index
(d)(2) | Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Series Trust I and the Registrant, effective June 16, 2015. | |
(d)(2)(i) | Schedule A and Schedule B, as of October 25, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Series Trust I and the Registrant, amended and restated as of October 25, 2016. | |
(e)(1)(i) | Restated Schedule I, as of October 25, 2016 and Schedule II, as of December 10, 2010, to the Distribution Agreement, by and between the Registrant and Columbia Management Investment Distributors, Inc., dated as of May 1, 2016. | |
(g)(1)(ii) | Addendum (related to Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio U.S. Flexible Growth Fund and Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund), dated October 18, 2016, to the Second Amended and Restated Master Global Custody Agreement between certain Funds and JPMorgan Chase Bank, N.A., dated March 7, 2011. | |
(h)(1)(i) | Restated Schedule A, as of October 25, 2016, and Schedule B to Transfer and Dividend Disbursing Agent Agreement, dated as of March 1, 2016. | |
(h)(3)(i) | Restated Schedule A, effective October 25, 2016, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Series Trust I. | |
(i)(6) | Opinion and consent of counsel with respect to Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio U.S. Flexible Growth Fund and Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund. | |
(q)(2) | Power of Attorney for Michael G. Clarke, dated May 23, 2016. |
Management Agreement (new funds) CFST I and CFVIT
MANAGEMENT AGREEMENT
This Amended and Restated Management Agreement ( Agreement ), dated as of October 25, 2016, is by and between Columbia Management Investment Advisers, LLC (the Investment Manager ), a Minnesota limited liability company, and Columbia Funds Series Trust I and Columbia Funds Variable Insurance Trust (each a Trust and collectively, the Trusts), each a Massachusetts business trust, on behalf of their series listed in Schedule A, amends and restates the Management Agreement, dated June 16, 2015 and is effective with respect to each Fund specified in Schedule A on the date indicated thereon. The terms Fund and Funds are used to refer to either the Trusts or their underlying series, as context requires.
1. | Services . |
(a) The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, subject to the oversight of the Board of Trustees (the Board ), any committees thereof and/or authorized officer(s) of the Fund, to furnish the Fund continuously with investment advice; to determine, consistent with the Funds investment objectives, strategies and policies as from time to time set forth in its then-current prospectus or statement of additional information, or as otherwise established by the Board, which investments, in the Investment Managers discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; to provide all of the administrative services and facilities that are necessary for or appropriate to the business and effective operation of the Fund as of the date hereof that are not as of the date hereof (1) provided by employees or other agents engaged by the Fund or the Board or (2) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including the following (unless otherwise directed by the Board or a committee thereof):
(i) Providing office space, equipment, office supplies and clerical personnel;
(ii) Overseeing and assisting in the preparation of all general or routine shareholder communications;
(iii) Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;
(iv) Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications, including, but not limited to, reports on Form N-CR, Form N-CSR, Form N-MFP, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, proxy materials, and notices pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the 1940 Act );
Management Agreement (new funds) CFST I and CFVIT
(v) Preparing and filing of tax reports and returns, including the Funds foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders, including IRS Form 1099 and other applicable tax forms;
(vi) Monitoring and testing the Funds compliance with Subchapter M of the Internal Revenue Code of 1986, as amended (the Code ) and other applicable tax laws and regulations, if applicable;
(vii) Executing the pricing process, including calculating the Funds net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;
(viii) Coordinating and supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;
(ix) Preparing, maintaining and filing Fund registration statements and post-effective amendments thereto and other filings required by state, federal, and local laws and regulations;
(x) Determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;
(xi) Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;
(xii) Arranging, if desired by the Fund, for Board members, officers, and employees of the Investment Manager to serve as Board members, officers, or agents of the Fund;
(xiii) Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Funds business as the Board may request from time to time;
(xiv) Providing fund accounting and internal audit services;
(xv) Publishing (or supervising publication by such persons that the Fund has retained to publish) of the Funds daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Funds current registration statement;
Management Agreement (new funds) CFST I and CFVIT
(xvi) Preparing and furnishing to the Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;
(xvii) Assisting the Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Investment Manager or its affiliates on behalf of the Fund so that it may be included in financial information certified by Fund officers on Form N-CSR and Form N-Q;
(xviii) Providing compliance services, as directed by the Funds Chief Compliance Officer, which include monitoring the Funds compliance with its policies and procedures and with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable, including, without limitation, the 1940 Act, the Securities and Exchange Act of 1934 and the Securities Act of 1933, as amended (the 1933 Act ), each as amended from time to time, and the rules promulgated under each of the foregoing;
(xix) Monitoring the Funds compliance with its investment policies, objectives, and restrictions as set forth in its currently effective prospectus and statement of additional information;
(xx) Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;
(xxi) Administering the Funds code of ethics and reporting to the Board on compliance therewith;
(xxii) Providing internal legal support of services provided by the Investment Manager under this Agreement;
(xxiii) Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and reporting to the Board regarding such matters;
(xxiv) Monitoring, budgeting, approving and arranging for payment of Fund expenses;
(xxv) Monitoring Board compliance with personal trading guidelines;
(xxvi) Obtaining and maintaining the Funds fidelity bond coverage and insurance coverage and administering claims thereunder, and filing any fidelity bonds and related notices with the Securities and Exchange Commission (SEC) as required by the 1940 Act;
Management Agreement (new funds) CFST I and CFVIT
(xxvii) Preparing such financial information and reports as may be required by any banks from which the Fund borrows;
(xxviii) Maintaining the Funds books and records in accordance with all applicable federal and state securities laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that the Investment Manager shall surrender promptly to the Fund any such items it maintains upon request, provided that the Investment Manager shall be permitted to retain a copy of all such items;
(xxix) Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as the Investment Manager determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;
(xxx) Assisting the Fund in regulatory examinations, inspections or investigations of the Fund;
(xxxi) Administering the implementation of the Funds privacy policy (including any required distribution thereof) as required under Regulation S-P;
(xxxii) Providing legal support for closed-end funds to ensure compliance with the New York Stock Exchange listing standards, as they may be amended from time to time;
(xxxiii) Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;
(xxxiv) Implementing and maintaining, together with affiliated companies, a business continuation and disaster recovery program for the Fund;
(xxxv) Arranging for all meetings of shareholders, including collecting all information required for the preparation of proxy statements, preparing and filing with appropriate regulatory agencies such proxy statements, supervising the solicitation of shareholders and shareholder nominees in connection therewith, tabulating (or supervising the tabulation of) votes, responding to all inquiries regarding such meetings from shareholders, the public and the media, and retaining all minutes and all other records required to be kept in connection with such meetings;
(xxxvi) Maintaining and retaining all charter documents and filing all documents required to maintain the Funds organizational status under applicable state law and as a registered investment company; and
(xxxvii) Supervising the drafting, negotiation and maintenance of any Fund agreements.
The services provided hereunder are collectively referred to herein as the Services.
Management Agreement (new funds) CFST I and CFVIT
(b) The Investment Manager agrees: (i) to maintain an adequate organization of competent persons to provide the Services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser or other party); and (ii) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing the Investment Managers performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of, and the provision of administrative Services and facilities to, the Fund in such form and at such intervals as the Board may reasonably request.
(c) The Fund agrees that the Investment Manager may, at its own expense, subcontract for the Services (including with affiliates of the Investment Manager) or make use of its affiliated companies and their board members, trustees, officers and employees, with the understanding that the quality and scope of Management Services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the advisory Services with respect to the Fund in reliance on its manager-of-managers exemptive order (Investment Company Act Release No. 25664 (July 16, 2002)) or a subsequent order containing such conditions, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Funds overall investment strategies (consistent with the Funds then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Funds assets; when appropriate, allocate and reallocate the Funds assets among multiple subadvisers; monitor and evaluate the investment performance of subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Funds investment objectives, policies and restrictions.
(d) In performing the Services, the Investment Manager shall (i) act in conformity with the Funds declaration of trust, bylaws and registration statement, as each may be modified from time to time, (ii) consult and coordinate with the Fund, as necessary and appropriate, (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention, and (iv) comply (or cause the Fund to comply, as applicable) with all applicable law, including but not limited to the 1940 Act, the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the Advisers Act ), the 1933 Act, and the provisions of the Code applicable to the Fund to the extent it seeks to qualify as a regulated investment company.
(e) In connection with its advisory Services, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that the Investment Manager may not share with, or act upon for the benefit of, the Fund.
Management Agreement (new funds) CFST I and CFVIT
(f) The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Funds assets may be invested from time to time, as directed by the Board from time to time.
(g) The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Manager hereby agrees that all records that it maintains for each Fund under this Agreement are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon request.
(h) The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the Services.
(i) In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealers risk in positioning a block of securities, the broker-dealers execution service rendered on a continuing basis and in other transactions, the broker-dealers expertise in particular markets, and the broker-dealers ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction, provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Managers overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.
(j) Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager nor any of its respective directors, officers, partners, principals, employees, subcontractors or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment
Management Agreement (new funds) CFST I and CFVIT
Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.
2. | Compensation . |
(a) The Fund agrees to pay to the Investment Manager, in full payment for its Services, a fee as set forth in Schedule B .
(b) The fees payable hereunder shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to any Fund, during any month, the fees paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.
(c) The fees payable hereunder shall be paid in cash by the Fund to the Investment Manager within five (5) business days after the last day of each month. A business day shall be any day on which shares of the Fund are available for purchase.
3. | Allocation of Expenses . |
(a) The Investment Manager shall: (i) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the advisory Services contemplated to be provided by it pursuant to this Agreement, and (ii) pay the compensation of the trustees or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the compensation of the Funds chief compliance officer or other officer(s)).
(b) Except to the extent that such expenses are paid by the Investment Manager or its affiliates pursuant to a unitary fee or other arrangement, the Fund agrees to pay, and, for avoidance of doubt, the Investment Manager shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:
(i) All fees payable to the Investment Manager for its Services under this Agreement;
(ii) Fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;
(iii) Fees and charges of transfer, shareholder servicing, shareholder recordkeeping and dividend disbursing agents and all other expenses relating to the issuance, redemption, and exchange of shares of the Fund and the maintenance and servicing of shareholder accounts;
Management Agreement (new funds) CFST I and CFVIT
(iv) Fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;
(v) Fees and charges for services of the Funds independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;
(vi) Fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(vii) Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Funds tax returns;
(viii) Fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Funds legal existence, including the filing of any required reports, charter document amendments or other documents;
(ix) Organizational expenses of the Fund;
(x) Expenses of printing and distributing the Funds prospectuses, statements of additional information and shareholder reports to Fund shareholders;
(xi) Expenses of registering and maintaining the registration of the Fund under the 1940 Act and, if applicable, the 1933 Act, of qualifying and maintaining qualification of the Fund and the Funds shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;
(xii) Brokerage commissions and other transaction expenses in connection with the Funds purchase and sale of assets;
(xiii) Premium on the bond required by Rule 17g-1 under the 1940 Act, and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;
(xiv) Fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;
(xv) Board member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates for services as a Board member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Funds chief compliance officer or other officer(s));
Management Agreement (new funds) CFST I and CFVIT
(xvi) Expenses incidental to holding meetings of Fund shareholders, including printing and supplying each record-date shareholder with notice and proxy solicitation materials, and all other proxy solicitation expenses;
(xvii) Expenses incurred in connection with lending portfolio securities of the Fund;
(xviii) Interest on indebtedness and any other costs of borrowing money;
(xix) Fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;
(xx) Other expenses payable by the Fund pursuant to separate agreements of the Fund; and
(xxi) Other expenses properly payable by the Fund, as approved by the Board.
(c) The Investment Manager agrees to pay all expenses it incurs in connection with the administrative Services, excluding any expenses contemplated to be borne by the Fund pursuant to Section 5(b) of this Agreement. For avoidance of doubt, 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 shall have no duty to pay any Fund operating expenses incurred in the organization, operation or business of the Fund.
(d) Any expenses borne by a Fund that are attributable solely to the organization, operation or business of a constituent Fund shall be paid solely out of such Funds assets. Any expense borne by a Fund which is not solely attributable to a constituent Fund, nor solely to any other series of shares of the Fund, shall be apportioned in such manner as the Investment Manager determines is fair and appropriate, or as otherwise specified by the Board.
(e) If, as a result of a change in applicable law, rules or regulations, or any change in the administrative Services provided as of the date hereof by any person other than the Investment Manager or its affiliates pursuant to any agreement or arrangement with the Fund, the type or quantity of administrative Services necessary for or appropriate to the business and effective operation of the Fund changes, the Investment Manager and the Fund may agree that the Investment Manager shall provide or arrange for the provision of such additional administrative services for such fee as may be mutually agreed by the parties.
4. | Miscellaneous . |
(a) The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.
(b) The Fund acknowledges that the Investment Manager and its affiliates may perform advisory Services for other clients, so long as the Investment Managers advisory Services to the Fund are not impaired thereby. The Investment Manager and its affiliates may
Management Agreement (new funds) CFST I and CFVIT
give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.
(c) The Fund recognizes that the Investment Manager and its affiliates, pursuant to separate agreements, now render and may continue to render administrative Services to other investment companies and persons which may or may not have policies similar to those of the Fund and that the Investment Manager provides Administrative Services for its own investments and/or those of its affiliates. The Investment Manager shall be free to provide such administrative Services and the Fund hereby consents thereto.
(d) Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise; provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, SEC orders or published SEC staff guidance.
(e) Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such partys principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (e).
(f) All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.
Management Agreement (new funds) CFST I and CFVIT
(g) For the avoidance of doubt, and without in any way implying that there are any third-party beneficiaries to the Agreement or any other investment advisory agreement with respect to any other series of the Trust, the Board having determined that it was not the intention of the Board in entering into each such other advisory agreement that there be any third-party beneficiaries to such agreement, no person other than the Fund and the Adviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement, and there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than the Fund in question (including without limitation any shareholder in any Fund) any direct, indirect, derivative, or other rights against the Adviser, or (ii) create or give rise to any duty or obligation on the part of the Adviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.
(h) This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof. Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to this Agreement shall lie in the federal and state courts within the Commonwealth of Massachusetts, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.
(i) A copy of the Trusts Agreement and Declaration of Trust, as amended or restated from time to time, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer or trustee of the Trust in his or her capacity as an officer or trustee of the Trust and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of the Trust individually, but are binding only upon the assets and property of the Trust. Furthermore, notice is hereby given that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of the Trust are several and not joint.
(j) If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.
(k) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.
Management Agreement (new funds) CFST I and CFVIT
5. | Renewal and Termination . |
(a) This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided, only if such continuance is specifically approved at least annually (1) by the Board or by a vote of the majority of the outstanding voting securities of the Fund and (2) by the vote of a majority of the Board members who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. As used in this paragraph, the term interested person shall have the same meaning as set forth in the 1940 Act and any applicable order or interpretation thereof issued by the SEC or its staff. As used in this agreement, the term majority of the outstanding voting securities of the Fund shall have the same meaning as set forth in the 1940 Act.
(b) This Agreement may be terminated, with respect to any Fund, by either the Fund or the Investment Manager at any time by giving the other party 60 days written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.
(c) This Agreement shall terminate in the event of its assignment, the term assignment for this purpose having the same meaning as set forth in the 1940 Act, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order.
(d) Except as prohibited by the 1940 Act, this Agreement may be amended with respect to any Fund upon written agreement of the Investment Manager and the Trust, on behalf of that Fund.
(e) In the event that, in connection with a termination, a successor or successors to any of the duties or responsibilities of the Investment Manager hereunder is/are designated by the Fund by written notice to the Investment Manager, upon such termination the Investment Manager shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to each such successor all relevant books, records, and data established or maintained by the Investment Manager under this Agreement and shall cooperate in the transfer of such duties and responsibilities.
(f) At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Managers business as investment adviser.
Management Agreement (new funds) CFST I and CFVIT
IN WITNESS THEREOF , the parties hereto have executed the foregoing Agreement as of the day and year first above written.
COLUMBIA FUNDS SERIES TRUST I | ||
COLUMBIA FUNS VARIABLE INSURANCE TRUST | ||
on behalf of their series listed on Schedule A | ||
By: |
/s/ Christopher O. Petersen |
|
Name: | Christopher O. Petersen | |
Title: | President | |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||
By: |
/s/ Amy K. Johnson |
|
Name: | Amy K. Johnson | |
Title: | Head of Operations |
SCHEDULE A
As of October 25, 2016
Series |
Effective Date |
|
Columbia Funds Series Trust I | ||
Active Portfolios ® Multi-Manager Directional Alternatives Fund | August 17, 2016 | |
Columbia Funds Variable Insurance Trust | ||
Columbia Variable Portfolio U.S. Flexible Growth Fund | October 25, 2016 | |
Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund | October 25, 2016 | |
Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund | October 25, 2016 |
A-1
SCHEDULE B
Fee Schedule
As of October 25, 2016
For the following funds, the asset charge for each calendar day of each year shall be equal to the total of 1/365 th (1/366 th in each leap year) of the amount computed in accordance with the fee schedule in the table below:
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Active Portfolios ® Multi-Manager Directional Alternatives Fund | August 17, 2016 | All | 1.60% | |||
Columbia VP U.S. Flexible Growth Fund Columbia VP U.S. Flexible Moderate Growth Fund Columbia VP U.S. Flexible Conservative Growth Fund |
October 25, 2016 |
Category 1 Assets invested in affiliated underlying funds (including ETFs and closed-end funds) that pay a management fee (or advisory fee, as applicable) to the Investment Manager |
0.02% | |||
Category 2 Assets invested in securities (other than affiliated underlying funds (including ETFs and closed end funds) that pay a management fee (or advisory fee, as applicable) to the Investment Manager), including other funds advised by the Investment Manager that do not pay a management fee, third party funds, derivatives and individual securities
|
||||||
$0 - $500 | 0.720% | |||||
>$500 - $1,000 | 0.670% | |||||
>$1,000 - $1,500 | 0.620% | |||||
>$1,500 - $3,000 | 0.570% | |||||
>$3,000 - $6,000 | 0.550% | |||||
>$6,000 - $12,000 | 0.530% | |||||
>$12,000 | 0.520% |
The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of October 25, 2016.
COLUMBIA FUNDS SERIES TRUST I | ||||
COLUMBIA FUNDS VARIABLE INSURANCE TRUST | ||||
By: |
/s/ Christopher O. Petersen |
|||
Name: | Christopher O. Petersen | |||
Title: | President | |||
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||||
By: |
/s/ Amy K. Johnson |
|||
Name: | Amy K. Johnson | |||
Title: | Head of Operations |
Distribution Agreement Schedule I and Schedule II CFVIT
Schedule I
As of October 25, 2016
Columbia Funds Variable Insurance Trust
Columbia Variable Portfolio - Asset Allocation Fund
Columbia Variable Portfolio - Contrarian Core Fund
Columbia Variable Portfolio - Diversified Absolute Return Fund
Columbia Variable Portfolio - Long Government/Credit Bond Fund
Columbia Variable Portfolio - Managed Volatility Conservative Fund
Columbia Variable Portfolio - Managed Volatility Conservative Growth Fund
Columbia Variable Portfolio - Managed Volatility Growth Fund
Columbia Variable Portfolio - Select Large Cap Growth Fund
Columbia Variable Portfolio - Small Cap Value Fund
Columbia Variable Portfolio - Small Company Growth Fund
Columbia Variable Portfolio - Strategic Income Fund
Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund
Columbia Variable Portfolio U.S. Flexible Growth Fund
Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund
Variable Portfolio - AQR Managed Futures Strategy Fund
Variable Portfolio - Lazard International Equity Advantage Fund
Variable Portfolio - Multi-Manager Diversified Income Fund
Variable Portfolio - Multi-Manager Interest Rate Adaptive Fund
Distribution Agreement Schedule I and Schedule II CFVIT
SCHEDULE II
COMPENSATION
COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (12b-1 Plan).
Approved: December 10, 2010
ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT
The undersigned Columbia Funds Variable Insurance Trust, on behalf of each of its series listed on Appendix A hereto (each, the Customer), formed under the laws of the Commonwealth of Massachusetts as a business trust with a place of business at 50606 Ameriprise Financial Center, Minneapolis, MN 55474, hereby requests the securities custody services of JPMorgan Chase Bank, N.A., and Customer, by its signature below, agrees to the terms and conditions of that certain Second Amended and Restated Master Global Custody Agreement, dated March 7, 2011 (the Agreement), with JPMorgan Chase Bank, N.A. on behalf of each of the Funds listed on Schedule A thereto, which such Schedule A is hereby amended with the addition of the Customer pursuant to this addendum. Notwithstanding anything in the Agreement to the contrary, each of Customer and Bank hereby agree that Customer shall (i) be an Additional Customer, as such term is defined in the Agreement) and (ii) not be subject to the Initial Term (as defined in the Agreement) or the early termination fee set forth in Section 9 of the Agreement, and (iii) be entitled to terminate the Agreement upon 60 days written notice to JPMorgan Chase Bank, N.A. (unless entitled to a shorter notice period pursuant to Section 9.1(b)).
COLUMBIA FUNDS VARIABLE INSURANCE TRUST, ON BEHALF OF EACH OF ITS SERIES LISTED ON APPENDIX A HERETO | ||
By: |
/s/ Christopher O. Petersen |
|
Name: | Christopher O. Petersen | |
Title: | President | |
Date: | October 18, 2016 |
JPMORGAN CHASE BANK, N.A. | ||
By: |
/s/ Lisa Zippelius |
|
Name: | Lisa Zippelius | |
Title: | Executive Director | |
Date: | October 25, 2016 |
Appendix A
Columbia Funds Variable Insurance Trust
Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund
Columbia Variable Portfolio U.S. Flexible Growth Fund
Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund
TA Schedule CFVIT
SCHEDULE A
As of October 25, 2016
Columbia Funds Variable Insurance Trust
Columbia Variable Portfolio Asset Allocation Fund
Columbia Variable Portfolio Contrarian Core Fund
Columbia Variable Portfolio Diversified Absolute Return Fund
Columbia Variable Portfolio Long Government/Credit Bond Fund
Columbia Variable Portfolio Managed Volatility Conservative Fund
Columbia Variable Portfolio Managed Volatility Conservative Growth Fund
Columbia Variable Portfolio Managed Volatility Growth Fund
Columbia Variable Portfolio Select Large Cap Growth Fund
Columbia Variable Portfolio Small Cap Value Fund
Columbia Variable Portfolio Small Company Growth Fund
Columbia Variable Portfolio Strategic Income Fund
Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund
Columbia Variable Portfolio U.S. Flexible Growth Fund
Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund
Variable Portfolio AQR Managed Futures Strategy Fund
Variable Portfolio Lazard International Equity Advantage Fund
Variable Portfolio Multi-Manager Diversified Income Fund
Variable Portfolio Multi-Manager Interest Rate Adaptive Fund
TA Schedule CFVIT
SCHEDULE B
Payments under the Agreement to CMISC shall be made in the first two weeks of the month following the month in which a service is rendered or an expense incurred.
Transfer agency fees for each of Class 1, Class 2 and Class 3 shares shall be calculated at the annual rate of 0.06% of the net assets attributable to such class.
Transfer agency fees for Class 2 for Columbia VP Managed Volatility Conservative Fund, Columbia VP Managed Volatility Conservative Growth Fund, Columbia VP Managed Volatility Growth Fund, Columbia VP U.S. Flexible Conservative Growth Fund, Columbia VP U.S. Flexible Growth Fund and Columbia VP U.S. Flexible Moderate Growth Fund shall be calculated as follows:
0.00% - on assets invested in underlying funds that pay a transfer agency fee to CMISC; and
0.06% - on assets invested in securities (other than underlying mutual funds that pay a transfer agency fee to CMISC), including other funds that do not pay a transfer agency fee to CMISC, exchange-traded funds, derivatives and individual securities.
In addition, CMISC shall be entitled to retain as additional compensation for its services all CMISC revenues for fees for wire, telephone, and redemption orders, account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement.
All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds independent accountants.
Except as expressly provided in the Agreement, CMISC shall not be entitled to reimbursement for out-of-pocket expenses. The Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.
TA Schedule CFVIT
IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of October 25, 2016.
COLUMBIA FUNDS VARIABLE INSURANCE TRUST on behalf of its series listed on Schedule A | ||
By: |
/s/ Christopher O. Petersen |
|
Name: | Christopher O. Petersen | |
Title: | President | |
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP. | ||
By: |
/s/ Lyn Kephart-Strong |
|
Name: | Lyn Kephart-Strong | |
Title: | President |
Fee Waiver CFST I & CFVIT
S CHEDULE A
List of Registrants and Funds
As of October 25, 2016
Registrant
FUNDS
Columbia Funds Series Trust I
Active Portfolios ® Multi-Manager Alternatives Fund 1
Active Portfolios ® Multi-Manager Directional Alternatives Fund 1
Active Portfolios ® Multi-Manager Growth Fund 1
Active Portfolios ® Multi-Manager Small Cap Equity Fund 1
Active Portfolios ® Multi-Manager Total Return Bond Fund 1
Columbia Adaptive Risk Allocation Fund 1
Columbia Alternative Beta Fund 2
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund 1
Columbia AMT-Free Intermediate Muni Bond Fund 1
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund 1
Columbia AMT-Free New York Intermediate Muni Bond Fund 1
Columbia AMT-Free Oregon Intermediate Muni Bond Fund 1
CMG Ultra Short Term Bond Fund 1
Columbia Balanced Fund 1
Columbia Bond Fund 1
Columbia California Tax-Exempt Fund 1
Columbia Contrarian Core Fund 1
Columbia Corporate Income Fund 1
Columbia Disciplined Small Core Fund 1
Columbia Diversified Absolute Return Fund 2
Columbia Diversified Real Return Fund 1
Columbia Dividend Income Fund 1
Columbia Emerging Markets Fund 1
Columbia Global Dividend Opportunity Fund 1
Columbia Global Energy and Natural Resources Fund 1
Columbia Global Technology Growth Fund 1
Columbia Greater China Fund 1
Columbia High Yield Municipal Fund 1
Columbia Large Cap Growth Fund 1
Columbia Mid Cap Growth Fund 1
Columbia Multi-Asset Income Fund 2
Columbia New York Tax-Exempt Fund 1
Columbia Pacific/Asia Fund 1
Columbia Real Estate Equity Fund 1
Columbia Select Large Cap Growth Fund 1
Columbia Small Cap Growth Fund I 1
Columbia Small Cap Value Fund I 1
Columbia Strategic Income Fund 1
Columbia Tax-Exempt Fund 1
Columbia Total Return Bond Fund 1
Columbia U.S. Social Bond Fund 1
Columbia U.S. Treasury Index Fund 1
Columbia Funds Variable Insurance Trust
Columbia Variable Portfolio Asset Allocation Fund 3
Columbia Variable Portfolio Contrarian Core Fund 1
Columbia Variable Portfolio Diversified Absolute Return Fund 2
Columbia Variable Portfolio Long Government/Credit Bond Fund 1
Columbia Variable Portfolio Managed Volatility Conservative Fund 2
Columbia Variable Portfolio Managed Volatility Conservative Growth Fund 2
Columbia Variable Portfolio Managed Volatility Growth Fund 2
Fee Waiver CFST I & CFVIT
Columbia Variable Portfolio Select Large Cap Growth Fund 1
Columbia Variable Portfolio Small Cap Value Fund 1
Columbia Variable Portfolio Small Company Growth Fund 1
Columbia Variable Portfolio Strategic Income Fund 1
Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund 2
Columbia Variable Portfolio U.S. Flexible Growth Fund 2
Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund 2
Variable Portfolio AQR Managed Futures Strategy Fund 1
Variable Portfolio Lazard International Equity Advantage Fund 1
Variable Portfolio Multi-Manager Diversified Income Fund 2
Variable Portfolio Multi-Manager Interest Rate Adaptive Fund 2
1 | The following fees and expenses are excluded from the Funds 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, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Funds Board. |
2 | The following fees and expenses are excluded from the Funds operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), 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 infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Funds Board. |
3 | The following fees and expenses are excluded from the Funds operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: management service fee, 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, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Funds Board. |
Fee Waiver CFST I & CFVIT
IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of October 25, 2016.
COLUMBIA FUNDS SERIES TRUST I | ||
COLUMBIA FUNDS VARIABLE INSURANCE TRUST | ||
Each for itself and on behalf of its respective series listed on this Schedule A | ||
By: |
/s/ Christopher O. Petersen |
|
Name: | Christopher O. Petersen | |
Title: | President | |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||
By: |
/s/ Amy K. Johnson |
|
Name: | Amy K. Johnson | |
Title: | Head of Operations | |
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. | ||
By: |
/s/ Jeffrey F. Peters |
|
Name: | Jeffrey F. Peters | |
Title: | Managing Director and Head of Global Institutional Distribution | |
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP. | ||
By: |
/s/ Lyn Kephart-Strong |
|
Name: | Lyn Kephart-Strong | |
Title: | President |
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM
|
October 31, 2016
Columbia Funds Variable Insurance Trust
225 Franklin Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities Act of 1933, as amended (the Act ), and to offer and to sell from time to time shares of beneficial interest (the Shares ) of Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio U.S. Flexible Growth Fund, and Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund (the Funds ), each a series of Columbia Funds Variable Insurance Trust (the Trust ).
We act as counsel for the Trust and have examined the Trusts Agreement and Declaration of Trust and amendments thereto on file at the office of the Secretary of the Commonwealth of Massachusetts (collectively, the Agreement and Declaration of Trust ) and the Trusts By-Laws. We have also examined such other documents as we deem necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the issue and sale by the Trust of an unlimited number of Shares of the Funds has been duly authorized under Massachusetts law. Upon the original issue and sale of any such authorized but unissued Shares and upon receipt by the Trust of the authorized consideration therefor in an amount not less than the applicable net asset value, the Shares so issued will be validly issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a Massachusetts business trust. Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its trustees. The Agreement and Declaration of Trust provides for indemnification out of the property of the Funds for all loss and expense of any shareholder of the Funds held personally liable solely by reason of his or her being or having been such a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Funds themselves would be unable to meet their obligations.
We understand that this opinion is to be used in connection with the registration of an indefinite number of Shares of each Fund for offering and sale pursuant to the Act. We consent to the filing of this opinion with and as part of your registration statement on Form N-1A relating to such offering and sale.
Very truly yours,
/s/ Ropes & Gray LLP |
Ropes & Gray LLP |
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 ETF TRUST
COLUMBIA ETF TRUST I
(each a Registrant)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint 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 Chief Financial Officer (Principal Financial Officer) and 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(s) of a Registrant.
Dated: May 23, 2016
/s/ Michael G. Clarke |
Michael G. Clarke |