As filed with the Securities and Exchange Commission on August 19, 2021
Securities Act File No. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ||||||
Pre-Effective Amendment No. | ☐ | |||||
Post-Effective Amendment No. | ☐ |
COLUMBIA FUNDS SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
290 Congress Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, Including Area Code: (800) 345-6611
Daniel J. Beckman c/o Columbia Management Investment Advisers, LLC 290 Congress Street Boston, Massachusetts 02210 |
Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 290 Congress Street Boston, Massachusetts 02210 |
|
(Name and Address of Agents for Service) |
TITLE OF SECURITIES BEING REGISTERED:
Class A, Class Advisor (Class Adv) and Class Institutional 3 (Class Inst3) shares of the Columbia Integrated Large Cap Value Fund, a series of the Registrant.
Class A, Class Adv and Class Inst3 shares of the Columbia Integrated Large Cap Growth Fund, a series of the Registrant.
Class A and Class Adv shares of the Columbia Integrated Small Cap Growth Fund, a series of the Registrant.
Class A, Class Adv and Class Inst3 shares of the Columbia Pyrford International Stock Fund, a series of the Registrant.
Class A and Class Adv shares of the Columbia Ultra Short Municipal Bond Fund, a series of the Registrant.
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
BMO FUNDS, INC.
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Low Volatility Equity Fund
BMO Large-Cap Growth Fund
BMO Small-Cap Growth Fund
BMO Pyrford International Stock Fund
BMO Ultra Short Tax-Free Fund
790 North Water Street, Suite 1100
Milwaukee, Wisconsin 53202
1-800-236-FUND
(1-800-236-3863)
www.bmofunds.com
[●], 2021
Dear Shareholder:
I am writing to inform you that a joint special meeting of shareholders of the BMO Funds, Inc. (the Target Company) will be held at 9:00 a.m., local time, on November 8, 2021, at the Target Companys principal executive offices at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202. The purpose of the meeting is to ask shareholders to:
1. |
Consider and vote on proposals to reorganize each of BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund, BMO Small-Cap Growth Fund, BMO Pyrford International Stock Fund and BMO Ultra Short Tax-Free Fund (each, a Target Fund and together, the Target Funds), each a series of the Target Company, into a corresponding, newly formed series of Columbia Funds Series Trust II (each, an Acquiring Fund and together, the Acquiring Funds) managed by Columbia Management Investment Advisers, LLC (Columbia) and to amend the Articles of Incorporation of the Target Company to dissolve and terminate the Target Fund (each, a Reorganization Proposal and together, the Reorganization Proposals); |
2. |
Consider and vote on a proposal to approve a new investment advisory agreement between the Target Company, with respect to five of the Target Fundsspecifically, BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Fund (each, a BMO Equity Fund and together, the BMO Equity Funds)and Columbia (the Investment Advisory Agreement Proposal), which would take effect only if deemed necessary to ensure the continuous portfolio management of a BMO Equity Fund prior to the close of such Funds reorganization; and |
3. |
Consider and vote on a proposal to approve a new investment subadvisory agreement (the Proposed Subadvisory Agreement) between Pyrford International Ltd. and BMO Asset Management Corp. (BMO AM), with respect to BMO Pyrford International Stock Fund (the Subadvisory Agreement Proposal). |
If you are a shareholder of record of a Target Fund as of the close of business on August 31, 2021, you have the opportunity to vote on the Reorganization Proposal affecting your Target Fund and, if applicable, the Investment Advisory Agreement Proposal or the Subadvisory Agreement Proposal. The Reorganization Proposals, the Investment Advisory Agreement Proposal and the Subadvisory Agreement Proposal are referred to together as the Proposals and each, a Proposal. This package contains information about the Proposals and the materials to use when casting your vote. If a Reorganization Proposal is approved by a Target Funds shareholders and the other conditions to the closing of the reorganization are satisfied or waived on the effective date of the reorganization, the Target Funds shareholders will be issued shares of the corresponding Acquiring Fund that are equal in aggregate net asset value to the shares of the Target Fund that those shareholders held immediately prior to the effective time of the reorganization.
The Proposals have been recommended by BMO AM, the investment adviser to the Target Funds, and the Proposals have been carefully reviewed and approved by the Board of Directors of the Target Company (the BMO Funds Board). Based on its review, the BMO Funds Board recommends that you vote FOR the Proposal(s) for your Target Fund. More information on the specific details of, and reasons for, the Proposals is contained in the enclosed Combined Proxy Statement/Prospectus.
Please read the enclosed materials carefully and cast your vote on the proxy card. Your vote is extremely important, no matter how large or small your holdings may be.
Voting is quick and easy. To cast your vote, simply complete the proxy card enclosed in this package. Be sure to sign the card before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone. Simply call the toll-free number on your proxy card, enter the control number found on the card, and follow the recorded instructions. You may also vote your shares by Internet. Simply go to the website indicated on your proxy card, enter the control number found on the front of your proxy card, and follow the instructions to cast your vote. You may receive a call from our proxy solicitor, Broadridge Financial Solutions, Inc., reminding you to vote.
If you have any questions before you vote, please call our proxy solicitor at 1-888-991-1289. Thank you for your participation in this important initiative.
Sincerely,
John M. Blaser, President
BMO Funds, Inc.
QUESTIONS & ANSWERS
This is a brief overview of the Proposals to be considered by shareholders of (i) BMO Dividend Income Fund, (ii) BMO Large-Cap Value Fund, (iii) BMO Low Volatility Equity Fund, (iv) BMO Large-Cap Growth Fund, (v) BMO Small-Cap Growth Fund, (vi) BMO Pyrford International Stock Fund and (vii) BMO Ultra Short Tax-Free Fund (each, a Target Fund and together, the Target Funds), each a series of BMO Funds, Inc. (the Target Company). We encourage you to read the full text of the enclosed Combined Proxy Statement/Prospectus to obtain detailed information with respect to the Proposal(s) for your Target Fund.
Reorganization Proposals
Q: What is a fund reorganization?
A fund reorganization involves one target fund transferring all of its assets to an acquiring fund in exchange for shares of such acquiring fund and the assumption by the acquiring fund of all identified liabilities and obligations of the target fund. Once completed, shareholders of the fund being reorganized (i.e., the target fund) will hold shares of the acquiring fund.
Q: What is the Reorganization Proposal for my Target Fund(s)?
As a shareholder of one or more of the Target Funds, you are being asked to vote on a reorganization involving your Target Fund (each, a Reorganization and together, the Reorganizations) into a corresponding, newly formed series of Columbia Funds Series Trust II (each, an Acquiring Fund and together, the Acquiring Funds) managed by Columbia Management Investment Advisers, LLC (Columbia). As proposed, each Target Fund would reorganize into an Acquiring Fund as set forth in the table below:
Target Fund |
Acquiring Fund |
|
BMO Dividend Income Fund | Columbia Integrated Large Cap Value Fund | |
BMO Large-Cap Value Fund | Columbia Integrated Large Cap Value Fund | |
BMO Low Volatility Equity Fund | Columbia Integrated Large Cap Value Fund | |
BMO Large-Cap Growth Fund | Columbia Integrated Large Cap Growth Fund | |
BMO Small-Cap Growth Fund | Columbia Integrated Small Cap Growth Fund | |
BMO Pyrford International Stock Fund | Columbia Pyrford International Stock Fund | |
BMO Ultra Short Tax-Free Fund | Columbia Ultra Short Municipal Bond Fund |
Q: Why are the Reorganizations being proposed?
Bank of Montreal, the parent of BMO Asset Management Corp. (BMO AM), reached a definitive agreement with Ameriprise Financial, Inc. (Ameriprise), the parent of Columbia, to sell the entities that represent its EMEA (Europe, the Middle East and Africa) asset management business (the EMEA Purchase Agreement). In addition, BMO AM and Bank of Montreal (collectively, BMO) have determined to exit the mutual fund investment advisory business in the United States, including ceasing management of the Target Funds. The EMEA acquisition also establishes a strategic relationship between Ameriprise and BMO, giving its North American wealth management clients opportunities to access a range of Columbia Threadneedle Investments1 management solutions. To ensure that shareholders of the Target Funds have continued access to a large and stable mutual fund platform, BMO AM has proposed reorganizing each of the Target Funds into a newly formed Acquiring Fund with an investment strategy that is similar and, in certain cases, substantially identical to that of the Target Fund. Columbia or an affiliate will pay BMO an amount based on a percentage of the advisory fees previously paid by the Target Funds to BMO AM with respect to the assets transferred in the Reorganizations.
* |
Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle group of companies. |
i
Q: Will the portfolio managers of my fund change as a result of the Reorganizations?
Columbia will serve as investment adviser to the Acquiring Funds following the Reorganizations. BMO AM currently serves as the investment adviser to the Target Funds. While your Funds investment adviser will change, members of the portfolio management team for certain Target Funds are expected to become employees of Columbia and continue to manage the Funds. See Section E Additional Information Applicable to the Acquiring Funds Portfolio Managers in the enclosed Combined Proxy Statement/Prospectus for information regarding each Acquiring Funds portfolio manager(s). With respect to Columbia Pyrford International Stock Fund, the current subadviser, Pyrford International Ltd. (Pyrford), will continue to manage the Fund following the Reorganization.
ii
Q: Will there be any changes to the options or services associated with my account as a result of the Reorganizations?
Yes. All services will be provided by the Acquiring Funds and their service providers following the Reorganizations. The account-level features and options such as dividend distributions, dividend diversification, automatic investment plans, systematic withdrawals and dollar-cost averaging currently offered by the Acquiring Funds are detailed in Section D of the enclosed Combined Proxy Statement/Prospectus. If you purchase shares through a broker-dealer or other financial intermediary, please contact your financial intermediary for additional details.
Q: What are the costs of the Reorganizations?
You will not pay any sales charges in connection with receiving Acquiring Fund shares issued in the Reorganizations. Reorganization costs will be allocated among BMO AM, Columbia and their affiliates, whether or not such Reorganizations are consummated. Costs of the Reorganizations, which are estimated to be approximately [●], will not be borne by the Target Funds or Acquiring Funds.
Q: Will there be any costs associated with portfolio repositioning?
There may be repositioning costs in connection with some of the Reorganizations. BMO AM has agreed to bear brokerage commissions and transaction fees arising from sales of portfolio assets of a Target Fund by the Target Fund in anticipation of the Reorganization. See the Reorganization Proposal for each Target Fund in the Combined Proxy Statement /Prospectus for additional information regarding portfolio repositioning.
Q: What are the U.S. federal income tax consequences of the Reorganizations?
Each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes. Accordingly, it is expected that Target Fund shareholders who receive shares of the corresponding Acquiring Fund in a Reorganization will not recognize gain or loss as a direct result of the Reorganization and no Acquiring Fund will recognize gain or loss as a direct result of the Reorganization. Prior to the closing of the Reorganizations of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund into Columbia Integrated Large Cap Value Fund, each Target Fund expects to declare a distribution of all its net investment income and net capital gains, if any. All or a portion of such distribution may be taxable to each such Target Funds shareholders for U.S. federal income tax purposes. To the extent that portfolio securities of such Target Funds are sold in connection with any portfolio repositioning prior to the closing of the Reorganization, the Target Fund may realize gains or losses, which may increase or decrease the net capital gains or net investment income to be distributed by such Target Fund. For more information see the section of the enclosed Combined Proxy Statement/Prospectus entitled Section A Proposals 1-7: Reorganization ProposalsAdditional Information About the ReorganizationsU.S. Federal Income Tax Status of the Reorganizations.
Q: Will there be any changes to my fees and expenses as a result of the Reorganizations?
Yes. Following the proposed Reorganizations, the expenses borne by Target Fund shareholders as shareholders of the corresponding Acquiring Fund will change, as described in detail in the enclosed Combined Proxy Statement/Prospectus under Section AProposals 1-7: Reorganization ProposalsSummaryFees and Expenses.
Q: If approved, when will the Reorganizations happen?
Each Reorganization will take place following shareholder approval of such Reorganization, and, depending on the Target Fund, is expected to close in the fourth quarter of 2021 or the first quarter of 2022.
Q: How does the Board of Directors of the Target Company recommend that I vote on the Reorganization Proposals?
After careful consideration, the Board of Directors of the Target Company (the BMO Funds Board) recommends that you vote FOR the Reorganization Proposal with respect to your Target Fund.
iii
Q: Am I being asked to vote on a proposed new Investment Advisory Agreement with Columbia or a new Subadvisory Agreement with Pyrford?
Only shareholders of BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Fund (each, a BMO Equity Fund and together, the BMO Equity Funds) are being asked to consider and vote on a new investment advisory agreement between the Target Company, with respect to each of the BMO Equity Funds, and Columbia (the Investment Advisory Agreement Proposal). Shareholders of BMO Pyrford International Stock Fund are being asked to consider and vote on a new subadvisory agreement between BMO AM and Pyrford (the Subadvisory Agreement Proposal). The Investment Advisory Agreement Proposal and the Subadvisory Agreement Proposal are referred to together as the Advisory Agreement Proposals and each, an Advisory Agreement Proposal.
Q: Why are shareholders of the BMO Equity Funds being asked to vote on the Investment Advisory Agreement Proposal?
Shareholders of the BMO Equity Funds are being asked to consider and vote on the Investment Advisory Agreement Proposal because certain investment personnel of BMO AM, including the investment personnel currently responsible for managing the assets of the BMO Equity Funds, are expected to become employees of Columbia and may do so prior to the closing of the Reorganizations of such Target Funds. As a result, shareholders of the BMO Equity Funds are being asked to vote on the Investment Advisory Agreement Proposal to assure continuity of portfolio managementi.e., by the same investment personnel currently managing the BMO Equity Fundsbut only to the extent the Reorganization of a BMO Equity Fund does not close prior to the investment personnel becoming employees of Columbia.
Q: Why are shareholders of BMO Pyrford International Stock Fund being asked to vote on the Subadvisory Agreement Proposal?
Currently, Pyrford serves as subadviser to BMO Pyrford International Stock Fund and is a wholly-owned subsidiary of Bank of Montreal. Pursuant to the EMEA Purchase Agreement, it is expected that Ameriprise Financial will acquire Pyrford prior to the closing of the Reorganization of BMO Pyrford International Stock Fund. The closing of the transactions under the EMEA Purchase Agreement will be deemed to result in the assignment and termination of the current subadvisory agreement between Pyrford and BMO AM (the Current Subadvisory Agreement) within the meaning of the Investment Company Act of 1940, as amended (the 1940 Act). Shareholders of BMO Pyrford International Stock Fund are being asked to consider and vote on the Subadvisory Agreement Proposal to assure continuity of subadvisory servicesi.e., by the same investment personnel currently providing subadvisory services to BMO Pyrford International Stock Fundif the Reorganization of BMO Pyrford International Stock Fund does not close prior to the assignment and termination of the Current Subadvisory Agreement.
Q: What happens if shareholders of a BMO Equity Fund or BMO Pyrford International Stock Fund do not approve the applicable Advisory Agreement Proposal?
If shareholders of a BMO Equity Fund and/or BMO Pyrford International Stock Fund do not approve the applicable Advisory Agreement Proposal, Columbia or Pyrford could, pursuant to Rule 15a-4 under the 1940 Act, serve as adviser or subadviser, respectively, to such Fund for up to 150 days under the terms of, as applicable, an interim advisory agreement between the Target Company, on behalf of the applicable BMO Equity Fund, and Columbia (an Interim Advisory Agreement) or an interim subadvisory agreement between BMO AM and Pyrford, with respect to BMO Pyrford International Stock Fund (the Interim Subadvisory Agreement and together with an Interim Advisory Agreement, the Interim Agreements and each, an Interim Agreement), respectively, each of which the BMO Funds Board has approved. Pyrford may also begin providing services under the Interim Subadvisory Agreement if the transactions under the EMEA Purchase Agreement close before the meeting of shareholders of the BMO Pyrford International Stock Fund. Under an Interim Agreement, the advisers and subadvisers fees would be held in an interest-bearing escrow account. If the applicable Advisory Agreement Proposal is approved by the end of the 150 day period, the compensation (plus interest) payable under the applicable Interim Agreement will be paid to Columbia or, as applicable, Pyrford, but if the applicable Advisory Agreement Proposal is not approved, Columbia or, as applicable, Pyrford will be paid, out of the escrow account, the lesser of (i) any costs incurred in providing investment advisory services or, as applicable, sub-advisory services to the applicable Fund (plus interest earned on that amount while in escrow) or (ii) the total amount in the escrow account (plus interest earned).
iv
Q: How does the BMO Funds Board recommend that I vote on the Advisory Agreement Proposals?
After careful consideration, the BMO Funds Board recommends that you vote FOR the Investment Advisory Agreement Proposal with respect to each BMO Equity Fund and FOR the Subadvisory Agreement Proposal with respect to BMO Pyrford International Stock Fund.
General Information
Q: How can I vote?
You can vote in one of four ways:
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By telephone (call the toll-free number listed on your proxy card) |
|
By Internet (log on to the Internet site listed on your proxy card) |
|
By mail (using the enclosed postage pre-paid envelope) |
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In person at the shareholder meeting scheduled to occur at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202, on November 8, 2021 |
The deadline for voting by telephone or Internet is 11:59 P.M. E.T. on November 7, 2021. We encourage you to vote as soon as possible to avoid the cost of additional solicitation efforts. Please refer to the enclosed proxy card for instructions for voting by telephone, Internet or mail.
Q: Whom should I call if I have questions?
If you have questions about any of the Proposals described in the Combined Proxy Statement/Prospectus or about voting procedures, please call the Target Funds proxy solicitor, Broadridge Financial Solutions, Inc., toll free at 1-888-991-1289.
v
BMO FUNDS, INC.
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Low Volatility Equity Fund
BMO Large-Cap Growth Fund
BMO Small-Cap Growth Fund
BMO Pyrford International Stock Fund
BMO Ultra Short Tax-Free Fund
790 North Water Street, Suite 1100
Milwaukee, Wisconsin 53202
1-800-236-FUND
(1-800-236-3863)
www.bmofunds.com
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
To be held on November 8, 2021
A Special Joint Meeting of Shareholders (the Meeting) of each of the funds listed above will be held at 9:00 a.m., local time, on November 8, 2021, at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202, for the purpose of considering the following proposals, as well as any other business that may properly come before the Meeting or any adjournments thereof.
Shareholders of each of the identified series of BMO Funds, Inc. (the Target Company) will vote separately on the proposals as shown below, as well as any other business that may properly come before the Meeting.
Proposals 1-7: Approve the Agreement and Plan of Reorganization
To approve the Agreement and Plan of Reorganization by and among the Target Company, on behalf of its series BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund, BMO Small-Cap Growth Fund, BMO Pyrford International Stock Fund and BMO Ultra Short Tax-Free Fund (each, a Target Fund and together, the Target Funds), Columbia Funds Series Trust II (the Acquiring Trust), on behalf of its newly formed series set forth in the table below (each, an Acquiring Fund and together, the Acquiring Funds), BMO Asset Management Corp. (BMO AM), and Columbia Management Investment Advisers, LLC (Columbia), pursuant to which (A) each Target Fund, as indicated below, will transfer that portion of its assets attributable to each class of its shares (in aggregate, all of its assets) to the corresponding Acquiring Fund, in exchange for shares of a corresponding class of shares of the Acquiring Fund and the assumption by the Acquiring Fund of all liabilities and obligations of the Target Fund reflected in the Target Funds Statement of Assets and Liabilities prepared in accordance with generally accepted accounting principles and any director indemnification obligation of the Target Fund, in each case as described in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Funds shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate each such Target Fund. The consummation of one proposed reorganization is not contingent upon the consummation of any other proposed reorganization.
Shareholders of each Target Fund will vote separately on the reorganization proposals as shown below.
Proposal |
Target Fund |
Acquiring Fund |
||
1 | BMO Dividend Income Fund | Columbia Integrated Large Cap Value Fund | ||
2 | BMO Large-Cap Value Fund | Columbia Integrated Large Cap Value Fund | ||
3 | BMO Low Volatility Equity Fund | Columbia Integrated Large Cap Value Fund | ||
4 | BMO Large-Cap Growth Fund | Columbia Integrated Large Cap Growth Fund |
Proposal |
Target Fund |
Acquiring Fund |
||
5 | BMO Small-Cap Growth Fund | Columbia Integrated Small Cap Growth Fund | ||
6 | BMO Pyrford International Stock Fund | Columbia Pyrford International Stock Fund | ||
7 | BMO Ultra Short Tax-Free Fund | Columbia Ultra Short Municipal Bond Fund |
Proposal 8: Approve a New Investment Advisory Agreement
To approve a proposed new Investment Advisory Agreement between the Target Company, on behalf of its series BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Fund (together, the BMO Equity Funds and each, a BMO Equity Fund), and Columbia (the Proposed Advisory Agreement), which would take effect only to ensure the continuous portfolio management of a BMO Equity Fund prior to the close of its Reorganization. Shareholders of each of the BMO Equity Funds will vote separately on the Proposed Advisory Agreement for their Fund.
Proposal 9: Approve a New Subadvisory Agreement
To approve a proposed new Subadvisory Agreement between BMO AM and Pyrford International Ltd., with respect to BMO Pyrford International Stock Fund (the Proposed Subadvisory Agreement). Shareholders of BMO Pyrford International Stock Fund will vote separately on the Proposed Subadvisory Agreement.
Only shareholders of record of the Target Funds at the close of business on August 31, 2021, the record date for the Meeting, are entitled to notice of and to vote at the Meeting and at any adjournments or postponements thereof.
By order of the Board of Directors,
John M. Blaser
Secretary
[●], 2021
The information contained in this Combined Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Combined Proxy Statement/Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED AUGUST 19, 2021
BMO FUNDS, INC.
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Low Volatility Equity Fund
BMO Large-Cap Growth Fund
BMO Small-Cap Growth Fund
BMO Pyrford International Stock Fund
BMO Ultra Short Tax-Free Fund
COMBINED PROXY STATEMENT/PROSPECTUS
Dated [●], 2021
Introduction
This Combined Proxy Statement/Prospectus is provided in connection with the solicitation of proxies to be voted at a special joint meeting of shareholders (the Meeting) of BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund, BMO Small-Cap Growth Fund, BMO Pyrford International Stock Fund and BMO Ultra Short Tax-Free Fund (together, the BMO Funds or the Target Funds and each, a BMO Fund or a Target Fund), each of which is a series of BMO Funds, Inc. (the Target Company) and managed by BMO Asset Management Corp. (BMO AM). BMO AM is a subsidiary of Bank of Montreal (together, BMO). The Meeting is scheduled for November 8, 2021 at 9:00 a.m., local time, at the offices of the Target Company, 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202. The purpose of the Meeting is to consider and vote on proposals to reorganize each of the Target Funds into a newly formed series (each, an Acquiring Fund and together, the Acquiring Funds) of the Columbia Funds Series Trust II (the Acquiring Trust) managed by Columbia Management Investment Advisers, LLC (Columbia) and to amend the Articles of Incorporation of each Target Company to dissolve and terminate the Target Fund (each, a Reorganization Proposal and together, the Reorganization Proposals) as follows:
Target Fund |
Acquiring Fund |
|
BMO Dividend Income Fund | Columbia Integrated Large Cap Value Fund | |
BMO Large-Cap Value Fund | Columbia Integrated Large Cap Value Fund | |
BMO Low Volatility Equity Fund | Columbia Integrated Large Cap Value Fund | |
BMO Large-Cap Growth Fund | Columbia Integrated Large Cap Growth Fund | |
BMO Small-Cap Growth Fund | Columbia Integrated Small Cap Growth Fund | |
BMO Pyrford International Stock Fund | Columbia Pyrford International Stock Fund | |
BMO Ultra Short Tax-Free Fund | Columbia Ultra Short Municipal Bond Fund |
In addition, shareholders of five of the Target Fundsspecifically, BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Fund (together, the BMO Equity Funds and each, a BMO Equity Fund)are being asked to consider and vote on a proposal to approve a new investment advisory agreement (the Proposed Advisory Agreement) between the Target Company, with respect to such BMO Equity Fund, and Columbia (the Investment Advisory Agreement Proposal), which would take effect only to ensure the continuous portfolio management of a BMO Equity Fund prior to the close of its Reorganization (as defined below).
Shareholders of BMO Pyrford International Stock Fund are being asked to consider and vote on a proposal to approve a new subadvisory agreement (the Proposed Subadvisory Agreement) between BMO AM, with respect to BMO Pyrford International Stock Fund, and Pyrford International Ltd. (Pyrford), the current subadviser to the fund (the Subadvisory Agreement Proposal).
The Reorganization Proposals, the Investment Advisory Agreement Proposal and the Subadvisory Agreement Proposal are referred to together as the Proposals or each, a Proposal.
Specifically, at the Meeting, you and other shareholders of the BMO Funds will be asked to consider and vote upon the Proposals as follows:
Proposal |
BMO Fund(s) Voting on the Proposal |
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1 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Dividend Income Fund | ||
2 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Large-Cap Value Fund | ||
3 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Low Volatility Equity Fund | ||
4 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Large-Cap Growth Fund | ||
5 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Small-Cap Growth Fund |
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Proposal |
BMO Fund(s) Voting on the Proposal |
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6 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Pyrford International Stock Fund | ||
7 | To approve an Agreement and Plan of Reorganization pursuant to which (A) the Target Fund will transfer that portion of its assets attributable to each class of its shares to the Acquiring Fund in exchange for shares of the corresponding class of the Acquiring Fund and the Acquiring Funds assumption of liabilities and obligations of the Target Fund as set forth in the Agreement and Plan of Reorganization, followed by the distribution of the Acquiring Funds shares of each class to the Target Fund shareholders of the corresponding class in complete liquidation of the Target Fund, and (B) the articles of incorporation of the Target Company will be amended to dissolve and terminate the Target Fund. | BMO Ultra Short Tax-Free Fund | ||
8 | To approve the Proposed Advisory Agreement between the Target Company, with respect to the BMO Equity Fund, and Columbia. | BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Fund | ||
9 | To approve the Proposed Subadvisory Agreement between BMO AM, with respect to BMO Pyrford International Stock Fund, and Pyrford. | BMO Pyrford International Stock Fund |
If shareholders of a Target Fund vote to approve the Agreement and Plan of Reorganization (the Agreement) and the other closing conditions are satisfied or waived, shareholders of the Target Fund will receive in their Target Funds Reorganization shares of the corresponding Acquiring Fund (in the share class corresponding to their current investment) having an aggregate net asset value equal to the net asset value of the shares of the Target Fund they held immediately prior to the Reorganization, as determined pursuant to the Agreement. The Target Fund will then be liquidated, dissolved and terminated as a series of the Target Company. The table below shows the Target Funds (and share classes) and corresponding Acquiring Funds (and share classes):
Target Fund and Share Classes |
Corresponding Acquiring Fund and Share Classes |
|
BMO Dividend Income Fund | Columbia Integrated Large Cap Value Fund | |
Class A Class I |
Class A Class Advisor (Class Adv) |
|
BMO Large-Cap Value Fund | Columbia Integrated Large Cap Value Fund | |
Class A Class I Class R6 |
Class A Class Adv Class Institutional 3 (Class Inst3) |
|
BMO Low Volatility Equity Fund | Columbia Integrated Large Cap Value Fund | |
Class A Class I |
Class A Class Adv |
3
Target Fund and Share Classes |
Corresponding Acquiring Fund and Share Classes |
|
BMO Large-Cap Growth Fund | Columbia Integrated Large Cap Growth Fund | |
Class A Class I Class R6 Class Y |
Class A Class Adv Class Inst3 Class A |
|
BMO Small-Cap Growth Fund | Columbia Integrated Small Cap Growth Fund | |
Class A Class I |
Class A Class Adv |
|
BMO Pyrford International Stock Fund | Columbia Pyrford International Stock Fund | |
Class A Class I Class R6 |
Class A Class Adv Class Inst3 |
|
BMO Ultra Short Tax-Free Fund | Columbia Ultra Short Municipal Bond Fund | |
Class A Class I |
Class A Class Adv |
If the shareholders of one or more of the Target Funds approve the Reorganization Proposal but the shareholders of the other Target Fund(s) do not approve the Reorganization Proposal, then the Reorganization(s) will be implemented with regard to the Target Fund(s) that received shareholder approval of the Reorganization Proposal, provided the other closing conditions are satisfied or waived. The Target Companys Board of Directors (the BMO Funds Board) will consider additional actions with respect to any Target Fund that does not receive shareholder approval of the Reorganization Proposal or other closing conditions are not satisfied or waived, which may include liquidating the Target Fund. Among other closing conditions, BMOs ownership levels in the Acquiring Funds may not exceed certain thresholds immediately after the closing of the Reorganizations.
Shareholders of each BMO Equity Fund will vote separately on the Investment Advisory Agreement Proposal. If shareholders of one or more of the BMO Equity Funds do not approve the Investment Advisory Agreement Proposal, then the Investment Advisory Agreement Proposal will be implemented with regard to the BMO Equity Funds that received shareholder approval of the Investment Advisory Agreement Proposal.
If shareholders of a BMO Equity Fund or BMO Pyrford International Stock Fund do not approve the Proposed Advisory Agreement or Proposed Subadvisory Agreement, respectively, Columbia or Pyrford could, pursuant to Rule 15a-4 under the Investment Company Act of 1940, as amended (the 1940 Act), serve as adviser or subadviser, as applicable, to such Fund for up to 150 days under the terms of an interim advisory agreement between the Target Company, on behalf of the applicable BMO Equity Fund, and Columbia (an Interim Advisory Agreement), or an interim subadvisory agreement between BMO AM and Pyrford, with respect to BMO Pyrford International Stock Fund (the Interim Subadvisory Agreement and together with an Interim Advisory Agreement, the Interim Agreements and each, an Interim Agreement), respectively, each of which the BMO Funds Board has approved. Under such Interim Agreement, Columbias or Pyrfords fees for investment advisory or subadvisory services, respectively, would be held in an interest-bearing escrow account. If the Investment Advisory Agreement Proposal and Subadvisory Agreement Proposal is approved by the end of the 150-day period, the compensation (plus interest) payable under the Interim Agreement will be paid to Columbia and, as applicable, to Pyrford, respectively, but if the Investment Advisory Agreement Proposal and/or Subadvisory Agreement Proposal is not approved, Columbia and/or, as applicable, Pyrford will be paid, out of the escrow account, the lesser of (i) any costs incurred in providing investment advisory or subadvisory services to such BMO Fund(s) (plus interest earned on that amount while in escrow) or (ii) the total amount in the escrow account (plus interest earned). The existing advisory agreement and subadvisory agreement, as applicable, would be terminated upon the Interim Advisory Agreement and Interim Subadvisory Agreement taking effect, respectively.
This document is a proxy statement for each BMO Fund and a prospectus for each corresponding Acquiring Fund. This Combined Proxy Statement/Prospectus and the enclosed proxy card will be mailed to shareholders of each BMO Fund beginning on or about [●], 2021. This Combined Proxy Statement/Prospectus contains information you should know before voting on the Proposal(s) with respect to your BMO Fund. This Combined Proxy Statement/Prospectus also sets forth concisely the information about the Acquiring Funds that an investor should know before investing. You should retain this document for future reference. The shareholders of each BMO Fund will vote separately on the Proposal(s) for their BMO Fund.
4
The Proposal for each BMO Fund will be considered by shareholders who owned shares of each respective BMO Fund on August 31, 2021 (the Record Date). Each of the BMO Funds and the Acquiring Funds (each, a Fund and together, the Funds) is a registered open-end management investment company (or a series thereof). The principal business address of the BMO Funds is 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202. The telephone number of the BMO Funds is 1-800-236-3863. The principal business address of the Acquiring Funds is 290 Congress Street, Boston Massachusetts 02210. The telephone number of the Acquiring Funds is 1-800-345-6611.
Where to Get More Information
The following documents have been filed with the Securities and Exchange Commission (the SEC) and are incorporated into this Combined Proxy Statement/Prospectus by reference:
|
Reorganization-Related Documents: the Statement of Additional Information of the Acquiring Funds relating to the Reorganizations (the Reorganization SAI), dated [●], 2021; and |
|
Target Company Documents (SEC File No. 811-58433): (i) the Prospectus of the BMO Funds dated December 29, 2020, as supplemented February 16, 2021, February 24, 2021, April 6, 2021, April 13, 2021, April 19, 2021, June 2, 2021 and August 17, 2021; (ii) the Statement of Additional Information of the BMO Funds dated December 29, 2020, as supplemented February 24, 2021, April 6, 2021, April 19, 2021, June 2, 2021, July 6, 2021, and August 17, 2021 (iii) the Report of the Independent Registered Public Accounting Firm and audited financial statements included in the Annual Report to Shareholders of the BMO Funds for the year ended August 31, 2020; and (iv) the unaudited financial statements included in the Semiannual Report to Shareholders of the BMO Funds for the period ended February 28, 2021. |
For a free copy of any of the documents listed above and/or to ask questions about this Combined Proxy Statement/Prospectus, please call your BMO Funds proxy solicitor toll free at 1-888-991-1289.
Each Fund is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and files reports, proxy materials and other information with the SEC. Copies of these reports, proxy materials and other information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov. In addition, copies of these documents may be viewed online or downloaded from the SECs website at www.sec.gov. Copies of the BMO Funds documents are also available at no charge on the BMO Funds website www.bmofunds.com or by calling 1-800-236-FUND (3863). Copies of the Acquiring Funds current prospectuses and statements of additional information are available at no charge at https://www.columbiathreadneedleus.com/investor/ or by calling 1-800-345-6611.
Please note that investments in the Funds are not bank deposits, are not federally insured, are not guaranteed by any bank or government agency and may lose value. There is no assurance that any Fund will achieve its investment objectives.
AS WITH ALL OPEN-END MUTUAL FUNDS, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ADEQUACY OF THIS COMBINED PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
5
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EXHIBIT E DATES ON WHICH CURRENT ADVISORY AGREEMENTS WERE LAST APPROVED BY SHAREHOLDERS |
E-1 | |||||
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EXHIBIT H FEE RATES PAYABLE UNDER THE CURRENT AND PROPOSED ADVISORY AGREEMENTS |
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EXHIBIT I AMOUNTS PAID BY EACH FUND TO BMO AM AND AFFILIATES |
I-1 |
iii
SECTION A PROPOSALS 1-7: REORGANIZATION PROPOSALS
The following information describes the proposed reorganization of each Target Fund into the corresponding Acquiring Fund (each, a Reorganization and together, the Reorganizations). The Target Funds and the Acquiring Funds are referred to collectively as the Funds.
Bank of Montreal, the parent company of BMO AM, reached a definitive agreement with Ameriprise Financial, Inc. (Ameriprise Financial), the parent company of Columbia, to sell to Ameriprise Financial the entities that represent BMO AMs EMEA (Europe, the Middle East and Africa) asset management business (the EMEA Purchase Agreement). In addition, BMO has determined to exit the mutual fund investment advisory business in the United States, including ceasing management of the Target Funds. The EMEA acquisition also establishes a strategic relationship between Ameriprise Financial and BMO, giving its North American wealth management clients opportunities to access a range of Columbia Threadneedle Investments* management solutions. To ensure that shareholders of the Target Funds have continued access to a large and stable mutual fund platform, BMO AM has proposed reorganizing each of the Target Funds into a newly formed Acquiring Fund that will be managed by Columbia with similar, and in certain cases substantially identical, investment objectives, principal investment strategies and risks. BMO AM believes that the Reorganizations offer shareholders of each Target Fund the opportunity to remain invested in an investment company with an investment strategy that is similar to that of the Target Funds and, in certain cases, that is substantially identical to that of the Target Fund and managed by the same investment personnel. Columbia or an affiliate will pay BMO an amount based on a percentage of the advisory fees previously paid by the Target Funds to BMO AM with respect to the assets transferred in the Reorganizations.
The BMO Funds Board has approved the Reorganizations, as has the Board of Trustees of the Acquiring Trust (the Columbia Funds Board). If approved by shareholders of a Target Fund, that Target Funds Reorganization is expected to close in either the fourth quarter of 2021 or the first quarter of 2022, depending on the Target Fund.
This Combined Proxy Statement/Prospectus is being used by each Target Fund to solicit proxies to vote at the Meeting. Shareholders of each Target Fund are being asked to consider a Reorganization Proposal to approve the Agreement providing for the Reorganization relating to their Target Fund, and an amendment to the Target Companys articles of incorporation to dissolve and terminate their Target Fund.
The following is a summary of the Reorganization Proposals. More complete information appears later in this Combined Proxy Statement/Prospectus. You should carefully read the entire Combined Proxy Statement/Prospectus and the exhibits because they contain details that are not included in this summary.
How Each Reorganization Will Work. The following provides an overview of how each Reorganization will work.
|
Pursuant to the Agreement, each Target Fund will transfer all of its assets to the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund (Acquisition Shares) and the Acquiring Funds assumption of (i) liabilities and obligations of the Target Fund reflected on a Statement of Assets and Liabilities prepared as of the Valuation Date (as defined below) in accordance with generally accepted accounting principles and (ii) any obligations of the Target Fund to indemnify a BMO Funds director under the Target Companys Articles of Incorporation and By-Laws, in each case as further described in the Agreement. Immediately thereafter, each Target Fund will liquidate and distribute pro rata to shareholders of record of each class of its shares the Acquisition Shares of the corresponding class received by the Target Fund. |
|
The Acquiring Fund will issue and deliver to the corresponding Target Fund, in exchange for the assets attributable to each class of its shares, Acquisition Shares of the corresponding class with an aggregate net asset value equal to the aggregate net asset value of the then-outstanding Target Fund shares of such class owned by Target Fund shareholders, in each case determined as set forth in the Agreement. Acquisition |
* |
Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle group of companies. |
1
Shares of each participating class of shares of the Acquiring Funds will be distributed to the shareholders of the corresponding class of such Target Fund in proportion to their holdings of such class of shares of such Target Fund. While the aggregate net asset value of your shares will not change as a result of the Reorganization, the number of shares you hold may differ based on each Funds net asset value. |
|
Under the Agreement, at the Closing, the net asset value of your Target Fund shares will be determined pursuant to the Acquiring Funds valuation procedures, which differ in certain respects from the Target Funds valuation procedures. The impact of these differences on the net asset value of your shares at the time of a Reorganization is uncertain, and could be positive or negative depending on market conditions at such time as this determination is made, and the positive or negative impact could exceed $0.01 per share of a Funds net asset value. |
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Costs of the Reorganizations will be borne by BMO AM and Columbia or their affiliates, whether or not such Reorganizations are consummated. Costs of the Reorganizations will not be borne by shareholders of the Funds, except to the extent that BMO AM and/or Columbia or their affiliates, who are bearing the costs of the Reorganizations, are themselves shareholders in the Funds. In addition, BMO AM has agreed to bear brokerage commissions and transaction fees incurred by the Target Funds in connection with portfolio repositioning prior to the Reorganizations. |
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Each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes. Accordingly, it is expected that Target Fund shareholders who exchange their Target Fund shares for Acquisition Shares of the corresponding Acquiring Fund in a Reorganization will not recognize gain or loss as a direct result of the Reorganization and no Acquiring Fund will recognize gain or loss as a direct result of a Reorganization. For more information about the U.S. federal income tax consequences of the Reorganizations, see the section of this Combined Proxy Statement/Prospectus entitled Section A Proposals 1-7: Reorganization Proposals Additional Information About the ReorganizationsU.S. Federal Income Tax Status of the Reorganizations. |
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Shareholders will not incur any sales charges in connection with the issuance of Acquisition Shares in connection with a Reorganization. |
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After a Reorganization is completed, Target Fund shareholders will be shareholders of the corresponding Acquiring Fund, and each Target Fund will be dissolved and terminated. Approval of a Reorganization Proposal includes approval to amend the Articles of Incorporation of the Target Company to dissolve and terminate the Target Fund. |
U.S. Federal Income Tax Consequences of the Reorganizations. Each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes and will not take place unless the Target Fund and the Acquiring Fund involved in such Reorganization receive a satisfactory opinion of tax counsel substantially to the effect that the Reorganization will qualify as a tax-free reorganization for U.S. federal income tax purposes, as described in more detail in the section entitled Section AProposals 1-7: Reorganization ProposalsAdditional Information About the ReorganizationsU.S. Federal Income Tax Status of the Reorganizations. Accordingly, subject to the limited exceptions described in that section, no gain or loss is expected to be recognized by any Target Fund or its shareholders as a direct result of its Reorganization. A portion of the portfolio assets of certain Target Funds is expected to be sold by those Target Funds before their Reorganization. The actual tax effect of such sales will depend on the difference between the price at which such portfolio assets are sold and the tax basis of the Target Fund in such assets and the holding period of such assets at the time of such sale. Any capital gains recognized in any such sales on a net basis, after reduction by any available capital losses, will be distributed to shareholders as capital gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains over net realized long-term capital losses) during or with respect to the year of sale, and such distributions will be taxable to shareholders for U.S. federal income tax purposes. Additionally, because the tax years of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund will end as a result of their Reorganizations, those Reorganizations will result in an acceleration of distributions to shareholders from those Target Funds for their respective tax year ending on the date of their Reorganization. Those tax year-end distributions will be taxable, and will include any distributable, but not previously distributed, net income and net capital gains, to the extent not offset by available capital loss carryovers, if any, resulting from portfolio turnover prior to consummation of the Reorganization. At any time prior to a Reorganization, a shareholder may redeem shares of a Target Fund. Any such redemption would likely result in the recognition of gain or loss by the shareholder for U.S. federal income tax purposes. If a shareholder holds Target Fund shares in a non-taxable account, distributions and redemption proceeds with respect to those shares generally will not be currently taxable to the shareholder if those amounts remain in the non-taxable account.
A Target Fund shareholders aggregate tax basis in the Acquisition Shares received is expected to carry over from the shareholders Target Fund shares, and a Target Fund shareholders holding period in the Acquisition Shares is expected to include the shareholders holding period in the Target Fund shares.
2
For more information about the U.S. federal income tax consequences of the Reorganizations, see the section entitled Section AProposals 1-7: Reorganization ProposalsAdditional Information About the ReorganizationsU.S. Federal Income Tax Status of the Reorganizations. For more information regarding repositioning costs, see the section Section AProposals 1-7: Reorganization ProposalsSummaryFees and ExpensesPortfolio Turnover below.
Fees and Expenses. The following tables describe the fees and expenses that you may pay if you buy, hold and sell shares of a Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. The tables enable you to compare and contrast the expense levels for the Target Funds and the Acquiring Funds, and obtain a general idea of what the expense levels will be if a Reorganization occurs.
Annual fund operating expenses shown in the tables below are based on expenses for the fiscal period ended February 28, 2021 (annualized) for the Target Funds. Also shown are annual fund operating expenses projected for each Acquiring Fund on a pro forma basis after giving effect to each proposed Reorganization for that Acquiring Fund.
Each Acquiring Fund includes share classes in addition to those whose expenses are shown below. The tables below include only those Acquiring Fund share classes that will participate in a Reorganization. For the Reorganizations of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund into Columbia Integrated Large Cap Value Fund, the tables below show the pro forma expenses assuming each Reorganization occurs independently and assuming all three Reorganizations are completed.
In comparing the fees and expenses of a Target Fund and its corresponding Acquiring Fund on a pro forma basis, you may wish to consider differences in fee structure. Each Acquiring Fund will pay Columbia a fee for its management services, which include investment advisory services and administrative services. In contrast, each Target Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Target Funds, is entitled to receive a fee from the Class A, Class I and Class Y shares of each Target Fund of 0.15% of each Target Funds average daily net assets. This separate administrative services fee is reflected in each Target Funds Other expenses in the Annual Fund Operating Expenses tables below.
Shareholders of a Target Fund that hold Class A shares or Class Y shares will receive Class A shares of the corresponding Acquiring Fund. Shareholders of a Target Fund that hold Class I shares will receive Class Adv shares of the corresponding Acquiring Fund. Shareholders of a Target Fund that hold Class R6 shares will receive Class Inst3 shares of the corresponding Acquiring Fund.
Reorganizations of each of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund into Columbia Integrated Large Cap Value Fund
Shareholder Fees (fees paid directly from your investment)
Class A | Class I | |||||||
BMO Dividend Income Fund (Current) |
||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.00 | % | None | |||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(1) | None |
Class A | Class I | Class R6 | ||||||||||
BMO Large-Cap Value Fund (Current) |
||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.00 | % | None | None | ||||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(1) | None | None |
3
Class A | Class I | |||||||
BMO Low Volatility Equity Fund (Current) |
||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.00 | % | None | |||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(1) | None |
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma) |
||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.75 | % | None | None | ||||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(2) | None | None |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
BMO Dividend Income Fund (Current) |
||||||||
Management fees |
0.50 | % | 0.50 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.25 | % | 0.25 | % | ||||
Total annual Fund operating expenses |
1.00 | % | 0.75 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.10 | %)(3) | (0.10 | %)(3) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.90 | % | 0.65 | % |
Class A | Class Adv | |||||||
Columbia Integrated Large Cap Value Fund Pro FormaBMO Dividend Income Fund Reorganization Only) |
||||||||
Management fees |
0.75 | % | 0.75 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.28 | %(4) | 0.28 | %(4) | ||||
Total annual Fund operating expenses |
1.28 | % | 1.03 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.48 | %)(5) | (0.48 | %)(5) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.80 | % | 0.55 | % |
Class A | Class I | Class R6 | ||||||||||
BMO Large-Cap Value Fund (Current) |
||||||||||||
Management fees |
0.35 | % | 0.35 | % | 0.35 | % | ||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | ||||||||
Other expenses |
0.25 | % | 0.25 | % | 0.10 | % | ||||||
Total annual Fund operating expenses |
0.85 | % | 0.60 | % | 0.45 | % | ||||||
Less: Fee waivers and/or expense reimbursements |
(0.06 | %)(6) | (0.06 | %)(6) | (0.06 | %)(6) | ||||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.79 | % | 0.54 | % | 0.39 | % |
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Large-Cap Value Fund Reorganization Only) |
||||||||||||
Management fees |
0.75 | % | 0.75 | % | 0.75 | % | ||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | ||||||||
Other expenses |
0.24 | %(4) | 0.24 | %(4) | 0.10 | %(4) | ||||||
Total annual Fund operating expenses |
1.24 | % | 0.99 | % | 0.85 | % | ||||||
Less: Fee waivers and/or expense reimbursements |
(0.44 | %)(5) | (0.44 | %)(5) | (0.44 | %)(5) | ||||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.80 | % | 0.55 | % | 0.41 | % |
4
Class A | Class I | |||||||
BMO Low Volatility Equity Fund (Current) |
||||||||
Management fees |
0.40 | % | 0.40 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.25 | % | 0.25 | % | ||||
Total annual Fund operating expenses |
0.90 | % | 0.65 | % |
Class A | Class Adv | |||||||
Columbia Integrated Large Cap Value Fund Pro FormaBMO Low Volatility Equity Fund Reorganization Only) |
||||||||
Management fees |
0.75 | % | 0.75 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.23 | %(4) | 0.23 | %(4) | ||||
Total annual Fund operating expenses |
1.23 | % | 0.98 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.43 | %)(5) | (0.43 | %)(5) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.80 | % | 0.55 | % |
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma All ReorganizationsBMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund) |
||||||||||||
Management fees |
0.73 | % | 0.73 | % | 0.73 | % | ||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | ||||||||
Other expenses |
0.20 | %(4) | 0.20 | %(4) | 0.05 | %(4) | ||||||
Total annual Fund operating expenses |
1.18 | % | 0.93 | % | 0.78 | % | ||||||
Less: Fee waivers and/or expense reimbursements |
(0.38 | %)(5) | (0.38 | %)(5) | (0.38 | %)(5) | ||||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.80 | % | 0.55 | % | 0.40 | % |
1 |
The Maximum Deferred Sales Charge on Target Fund Class A shares is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. |
2 |
This charge is imposed on certain Acquiring Fund investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
3 |
BMO AM has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Target Funds business, and Acquired Fund Fees and Expenses) from exceeding 0.90% for Class A and 0.65% for Class I shares of the Target Fund through December 31, 2022. This expense limitation agreement may not be terminated prior to December 31, 2022 without the consent of the BMO Funds Board, unless terminated due to the termination of the investment advisory agreement. |
4 |
Other expenses are based on estimated amounts for the Acquiring Funds current fiscal year. |
5 |
Columbia and certain of its affiliates have contractually agreed, assuming approval by shareholders of the Reorganization, effective upon the closing of the Reorganization, to waive fees and/or to reimburse expenses (excluding transaction costs and certain other investment-related expenses, interest, taxes, acquired fund fees and expenses, and infrequent and/or unusual expenses) through December 31, 2023, unless sooner terminated at the sole discretion of the Columbia Funds Board. Under this agreement, the Acquiring Funds net operating expenses, subject to applicable exclusions, will not exceed the annual rates of 0.80% for Class A and 0.55% for Class Adv and 0.40% for Class Inst3 (with the exception of the pro forma Class Inst3, if assuming the Reorganization of BMO Large-Cap Value Fund only, in which case the annual rate for Class Inst3 will not exceed 0.41%). |
6 |
BMO AM has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Target Funds business, and Acquired Fund Fees and Expenses) from exceeding 0.79% for Class A, 0.54% for Class I and 0.39% for Class R6 shares of the Target Fund through December 31, 2022. This expense limitation agreement may not be terminated prior to December 31, 2022 without the consent of the BMO Funds Board, unless terminated due to the termination of the investment advisory agreement. |
5
Expense Examples. These examples are intended to help you compare the cost of investing in shares of each of the Target Funds with the cost of investing in the Acquiring Fund on a pro forma basis, and allow you to compare these costs with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the applicable Fund for the time periods indicated. These examples also assume that your investment has a 5% return each year and that each Funds operating expenses remain the same. These examples include any contractual fee waiver/expense reimbursement arrangements only for the period indicated in the Annual Fund Operating Expenses table above. Although your actual costs may be higher or lower, based on those assumptions, your costs would be (whether or not shares are redeemed):
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Dividend Income Fund (Current) |
||||||||||||||||
Class A |
$ | 587 | $ | 793 | $ | 1,016 | $ | 1,655 | ||||||||
Class I |
$ | 66 | $ | 230 | $ | 407 | $ | 921 | ||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Dividend Income Fund Reorganization Only) |
||||||||||||||||
Class A |
$ | 652 | $ | 861 | $ | 1,135 | $ | 1,913 | ||||||||
Class Adv |
$ | 56 | $ | 225 | $ | 459 | $ | 1,130 |
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Large-Cap Value Fund (Current) |
||||||||||||||||
Class A |
$ | 577 | $ | 752 | $ | 942 | $ | 1,491 | ||||||||
Class I |
$ | 55 | $ | 186 | $ | 329 | $ | 744 | ||||||||
Class R6 |
$ | 40 | $ | 138 | $ | 246 | $ | 561 | ||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Large-Cap Value Fund Reorganization Only) |
||||||||||||||||
Class A |
$ | 652 | $ | 861 | $ | 1,135 | $ | 1,913 | ||||||||
Class Adv |
$ | 56 | $ | 225 | $ | 459 | $ | 1,130 | ||||||||
Class Inst3 |
$ | 42 | $ | 181 | $ | 383 | $ | 965 |
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Low Volatility Equity Fund (Current) |
||||||||||||||||
Class A |
$ | 587 | $ | 773 | $ | 974 | $ | 1,552 | ||||||||
Class I |
$ | 66 | $ | 208 | $ | 362 | $ | 810 | ||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Low Volatility Equity Fund Reorganization Only) |
||||||||||||||||
Class A |
$ | 652 | $ | 861 | $ | 1,135 | $ | 1,913 | ||||||||
Class Adv |
$ | 56 | $ | 225 | $ | 459 | $ | 1,130 | ||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma All ReorganizationsBMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund) |
||||||||||||||||
Class A |
$ | 652 | $ | 855 | $ | 1,116 | $ | 1,859 | ||||||||
Class Adv |
$ | 56 | $ | 218 | $ | 438 | $ | 1,071 | ||||||||
Class Inst3 |
$ | 41 | $ | 171 | $ | 356 | $ | 893 |
6
Portfolio Turnover. Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in a greater amount of taxes when Fund shares are held in a taxable account. Those costs, which are not reflected in the Annual Fund Operating Expenses table or in the expense examples, affect a Funds performance. During each Target Funds most recent fiscal year, each Target Funds portfolio turnover rate was the following percentage of the average value of such Funds portfolio:
Target Fund |
Portfolio Turnover | |||
BMO Dividend Income Fund |
46 | % | ||
BMO Large-Cap Value Fund |
76 | % | ||
BMO Low Volatility Equity Fund |
51 | % |
The Acquiring Fund will not commence operations until the consummation of the Reorganization(s).
A portion of the portfolio assets of each of BMO Dividend Income Fund and BMO Low Volatility Equity Fund is expected to be sold prior to its Reorganization by such Target Fund. If a Reorganization had occurred as of April 30, 2021, it is estimated that approximately the following percentage of each such Target Funds investment portfolio would have been sold by such Target Fund before its Reorganization:
Target Fund |
Portfolio Repositioning | |||
BMO Dividend Income Fund |
56 | % | ||
BMO Low Volatility Equity Fund |
68 | % |
BMO AM will bear brokerage commissions and transaction fees in connection with such repositioning. If such repositioning had occurred as of April 30, 2021, each of BMO Dividend Income Fund and BMO Low Volatility Equity Fund would have realized net capital gains or losses as follows:
Target Fund |
Net Capital Gains or Losses On an
Aggregate Basis |
Net Capital Gains or Losses Per
Share |
||
BMO Dividend Income Fund |
$49,550,810 capital gains | $3.18 | ||
BMO Low Volatility Equity Fund |
$31,011,254 capital gains | $2.93 |
Reorganization of BMO Large-Cap Growth Fund into Columbia Integrated Large Cap Growth Fund
Shareholder Fees (fees paid directly from your investment)
Class A | Class I | Class R6 | Class Y | |||||||||||||
BMO Large-Cap Growth Fund (Current) |
||||||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.00 | % | None | None | None | |||||||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(1) | None | None | None |
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Integrated Large Cap Growth Fund (Pro Forma) |
||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.75 | % | None | None | ||||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(2) | None | None |
7
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | Class R6 | Class Y | |||||||||||||
BMO Large-Cap Growth Fund (Current) |
||||||||||||||||
Management fees |
0.35 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | None | |||||||||||
Other expenses |
0.23 | % | 0.23 | % | 0.08 | % | 0.48 | % | ||||||||
Total annual Fund operating expenses |
0.83 | % | 0.58 | % | 0.43 | % | 0.83 | % | ||||||||
Less: Fee waivers and/or expense reimbursements |
(0.04 | %)(3) | (0.04 | %)(3) | (0.04 | %)(3) | (0.04 | %)(3) | ||||||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.79 | % | 0.54 | % | 0.39 | % | 0.79 | % |
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Integrated Large Cap Growth Fund (Pro Forma) |
||||||||||||
Management fees |
0.75 | % | 0.75 | % | 0.75 | % | ||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | ||||||||
Other expenses |
0.22 | %(4) | 0.22 | %(4) | 0.07 | %(4) | ||||||
Total annual Fund operating expenses |
1.22 | % | 0.97 | % | 0.82 | % | ||||||
Less: Fee waivers and/or expense reimbursements |
(0.42 | )%(5) | (0.42 | )%(5) | (0.42 | )%(5) | ||||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.80 | % | 0.55 | % | 0.40 | % |
1 |
The Maximum Deferred Sales Charge on Target Fund Class A shares is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. |
2 |
This charge is imposed on certain Acquiring Fund investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
3 |
BMO AM has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Target Funds business, and Acquired Fund Fees and Expenses) from exceeding 0.79% for Class A, 0.54% for Class I, 0.39% for Class R6 and 0.79% for Class Y shares of the Target Fund through December 31, 2022. This expense limitation agreement may not be terminated prior to December 31, 2022 without the consent of the BMO Funds Board, unless terminated due to the termination of the investment advisory agreement. |
4 |
Other expenses are based on estimated amounts for the Acquiring Funds current fiscal year. |
5 |
Columbia and certain of its affiliates have contractually agreed, assuming approval by shareholders of the Reorganization, effective upon the closing of the Reorganization, to waive fees and/or to reimburse expenses (excluding transaction costs and certain other investment-related expenses, interest, taxes, acquired fund fees and expenses, and infrequent and/or unusual expenses) through December 31, 2023, unless sooner terminated at the sole discretion of the Columbia Funds Board. Under this agreement, the Acquiring Funds net operating expenses, subject to applicable exclusions, will not exceed the annual rates of 0.80% for Class A, 0.55% for Class Adv and 0.40% for Class Inst3. |
Expense Examples. These examples are intended to help you compare the cost of investing in shares of the Target Fund with the cost of investing in the Acquiring Fund on a pro forma basis, and allow you to compare these costs with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the applicable Fund for the time periods indicated. These examples also assume that your investment has a 5% return each year and that each Funds operating expenses remain the same. These examples include any contractual fee waiver/expense reimbursement arrangements only for the period indicated in the Annual Fund Operating Expenses table above. Although your actual costs may be higher or lower, based on those assumptions, your costs would be (whether or not shares are redeemed):
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Large-Cap Growth Fund (Current) |
||||||||||||||||
Class A |
$ | 577 | $ | 748 | $ | 934 | $ | 1,471 | ||||||||
Class I |
$ | 55 | $ | 182 | $ | 320 | $ | 722 | ||||||||
Class R6 |
$ | 40 | $ | 134 | $ | 237 | $ | 538 | ||||||||
Class Y |
$ | 81 | $ | 261 | $ | 457 | $ | 1,022 |
8
Columbia Integrated Large Cap Growth Fund (Pro Forma) |
||||||||||||||||
Class A |
$ | 652 | $ | 859 | $ | 1,128 | $ | 1,895 | ||||||||
Class Adv |
$ | 56 | $ | 223 | $ | 452 | $ | 1,111 | ||||||||
Class Inst3 |
$ | 41 | $ | 175 | $ | 370 | $ | 933 |
Portfolio Turnover. Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in a greater amount of taxes when Fund shares are held in a taxable account. Those costs, which are not reflected in the Annual Fund Operating Expenses table or in the expense examples, affect a Funds performance. During the Target Funds most recent fiscal year, the Target Funds portfolio turnover rate was 71% of the average value of the Funds portfolio. The Acquiring Fund will not commence operations until the consummation of the Reorganization.
Because investment personnel currently managing the Target Fund are expected to transition to Columbia, and because the principal investment strategies of the Target Fund and Acquiring Fund are substantially identical, no material portfolio turnover is expected solely as a result of the Reorganization.
Reorganization of BMO Small-Cap Growth Fund into Columbia Integrated Small Cap Growth Fund
Shareholder Fees (fees paid directly from your investment)
Class A | Class I | |||||||
BMO Small-Cap Growth Fund (Current) |
||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.00 | % | None | |||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(1) | None |
Class A | Class Adv | |||||||
Columbia Integrated Small Cap Growth Fund (Pro Forma) |
||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.75 | % | None | |||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(2) | None |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
BMO Small-Cap Growth Fund (Current) |
||||||||
Management fees |
0.68 | % | 0.68 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.39 | % | 0.39 | % | ||||
Total annual Fund operating expenses |
1.32 | % | 1.07 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.08 | %)(3) | (0.08 | %)(3) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
1.24 | % | 0.99 | % |
9
Class A | Class Adv | |||||||
Columbia Integrated Small Cap Growth Fund (Pro Forma) |
||||||||
Management fees |
0.85 | % | 0.85 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.41 | %(4) | 0.41 | %(4) | ||||
Total annual Fund operating expenses |
1.51 | % | 1.26 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.24 | )%(5) | (0.24 | )%(5) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
1.27 | % | 1.02 | % |
1 |
The Maximum Deferred Sales Charge on Target Fund Class A shares is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. |
2 |
This charge is imposed on certain Acquiring Fund investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
3 |
BMO AM has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Target Funds business, and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class A and 0.99% for Class I shares of the Target Fund through December 31, 2022. This expense limitation agreement may not be terminated prior to December 31, 2022 without the consent of the BMO Funds Board, unless terminated due to the termination of the investment advisory agreement. |
4 |
Other expenses are based on estimated amounts for the Acquiring Funds current fiscal year. |
5 |
Columbia and certain of its affiliates have contractually agreed, assuming approval by shareholders of the Reorganization, effective upon the closing of the Reorganization, to waive fees and/or to reimburse expenses (excluding transaction costs and certain other investment-related expenses, interest, taxes, acquired fund fees and expenses, and infrequent and/or unusual expenses) through December 31, 2023, unless sooner terminated at the sole discretion of the Columbia Funds Board. Under this agreement, the Acquiring Funds net operating expenses, subject to applicable exclusions, will not exceed the annual rates of 1.27% for Class A and 1.02% for Class Adv. |
Expense Examples. These examples are intended to help you compare the cost of investing in shares of the Target Fund with the cost of investing in the Acquiring Fund on a pro forma basis, and allow you to compare these costs with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the applicable Fund for the time periods indicated. These examples also assume that your investment has a 5% return each year and that each Funds operating expenses remain the same. These examples include any contractual fee waiver/expense reimbursement arrangements only for the period indicated in the Annual Fund Operating Expenses table above. Although your actual costs may be higher or lower, based on those assumptions, your costs would be (whether or not shares are redeemed):
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Small-Cap Growth Fund (Current) |
||||||||||||||||
Class A |
$ | 620 | $ | 890 | $ | 1,180 | $ | 2,004 | ||||||||
Class I |
$ | 101 | $ | 332 | $ | 582 | $ | 1,298 | ||||||||
Columbia Integrated Small Cap Growth Fund (Pro Forma) |
||||||||||||||||
Class A |
$ | 697 | $ | 979 | $ | 1,307 | $ | 2,233 | ||||||||
Class Adv |
$ | 104 | $ | 351 | $ | 644 | $ | 1,479 |
Portfolio Turnover. Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in a greater amount of taxes when Fund shares are held in a taxable account. Those costs, which are not reflected in the Annual Fund Operating Expenses table or in the expense examples, affect a Funds performance. During the Target Funds most recent fiscal year, the Target Funds portfolio turnover rate was 70% of the average value of the Funds portfolio. The Acquiring Fund will not commence operations until the consummation of the Reorganization.
Because investment personnel currently managing the Target Fund are expected to transition to Columbia, and because the principal investment strategies of the Target Fund and Acquiring Fund are substantially identical, no material portfolio turnover is expected solely as a result of the Reorganization.
10
Reorganization of BMO Pyrford International Stock Fund into Columbia Pyrford International Stock Fund
Shareholder Fees (fees paid directly from your investment)
Class A | Class I | Class R6 | ||||||||||
BMO Pyrford International Stock Fund (Current) |
||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.00 | % | None | None | ||||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(1) | None | None | ||||||||
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days) |
2.00 | % | 2.00 | % | 2.00 | % |
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Pyrford International Stock Fund (Pro Forma) |
||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.75 | % | None | None | ||||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
1.00 | %(2) | None | None | ||||||||
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days) |
None | None | None |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | Class R6 | ||||||||||
BMO Pyrford International Stock Fund (Current) |
||||||||||||
Management fees |
0.73 | % | 0.73 | % | 0.73 | % | ||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | ||||||||
Other expenses |
0.21 | % | 0.21 | % | 0.06 | % | ||||||
Total annual Fund operating expenses |
1.19 | % | 0.94 | % | 0.79 | % | ||||||
Class A | Class Adv | Class Inst3 | ||||||||||
Columbia Pyrford International Stock Fund (Pro Forma) |
||||||||||||
Management fees |
0.85 | % | 0.85 | % | 0.85 | % | ||||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | None | ||||||||
Other expenses |
0.24 | %(3) | 0.24 | %(3) | 0.07 | %(3) | ||||||
Total annual Fund operating expenses |
1.34 | % | 1.09 | % | 0.92 | % | ||||||
Less: Fee waivers and/or expense reimbursements |
(0.17 | )%(4) | (0.17 | )%(4) | (0.17 | )%(4) | ||||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
1.17 | % | 0.92 | % | 0.75 | % |
1 |
The Maximum Deferred Sales Charge on Target Fund Class A shares is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. |
2 |
This charge is imposed on certain Acquiring Fund investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
3 |
Other expenses are based on estimated amounts for the Acquiring Funds current fiscal year. |
11
4 |
Columbia and certain of its affiliates have contractually agreed, assuming approval by shareholders of the Reorganization, effective upon the closing of the Reorganization, to waive fees and/or to reimburse expenses (excluding transaction costs and certain other investment-related expenses, interest, taxes, acquired fund fees and expenses, and infrequent and/or unusual expenses) through December 31, 2023, unless sooner terminated at the sole discretion of the Columbia Funds Board. Under this agreement, the Acquiring Funds net operating expenses, subject to applicable exclusions, will not exceed the annual rates of 1.17% for Class A, 0.92% for Class Adv and 0.75% for Class Inst3. |
Expense Examples. These examples are intended to help you compare the cost of investing in shares of the Target Fund with the cost of investing in the Acquiring Fund on a pro forma basis, and allow you to compare these costs with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the applicable Fund for the time periods indicated. These examples also assume that your investment has a 5% return each year and that each Funds operating expenses remain the same. These examples include any contractual fee waiver/expense reimbursement arrangements only for the period indicated in the Annual Fund Operating Expenses table above. Although your actual costs may be higher or lower, based on those assumptions, your costs would be (whether or not shares are redeemed):
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Pyrford International Stock Fund (Current) |
||||||||||||||||
Class A |
$ | 615 | $ | 859 | $ | 1,122 | $ | 1,871 | ||||||||
Class I |
$ | 96 | $ | 300 | $ | 520 | $ | 1,155 | ||||||||
Class R6 |
$ | 81 | $ | 252 | $ | 439 | $ | 978 | ||||||||
Columbia Pyrford International Stock Fund (Pro Forma) |
||||||||||||||||
Class A |
$ | 687 | $ | 943 | $ | 1,235 | $ | 2,066 | ||||||||
Class Adv |
$ | 94 | $ | 312 | $ | 567 | $ | 1,297 | ||||||||
Class Inst3 |
$ | 77 | $ | 258 | $ | 475 | $ | 1,099 |
Portfolio Turnover. Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in a greater amount of taxes when Fund shares are held in a taxable account. Those costs, which are not reflected in the Annual Fund Operating Expenses table or in the expense examples, affect a Funds performance. During the Target Funds most recent fiscal year, the Target Funds portfolio turnover rate was 28% of the average value of the Funds portfolio. The Acquiring Fund will not commence operations until the consummation of the Reorganization.
Because Pyrford will continue to manage the Acquiring Fund following the Reorganization, and because the principal investment strategies of the Target Fund and Acquiring Fund are substantially identical, no material portfolio turnover is expected solely as a result of the Reorganization.
Reorganization of BMO Ultra Short Tax-Free Fund into Columbia Ultra Short Municipal Bond Fund
Shareholder Fees (fees paid directly from your investment)
Class A | Class I | |||||||
BMO Ultra Short Tax-Free Fund (Current) |
||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
2.00 | % | None | |||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
None | None |
Class A | Class Adv | |||||||
Columbia Ultra Short Municipal Bond Fund (Pro Forma) |
||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None | None | ||||||
Maximum deferred sales charge (load) imposed on redemptions (as a percentage of net asset value at the time of your purchase or redemption, whichever is lower) |
None | None |
12
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
BMO Ultra Short Tax-Free Fund (Current) |
||||||||
Management fees |
0.17 | % | 0.17 | % | ||||
Distribution and/or service (12b-1) fees |
0.25 | % | None | |||||
Other expenses |
0.21 | % | 0.21 | % | ||||
Total annual Fund operating expenses |
0.63 | % | 0.38 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.08 | %)(1) | (0.08 | %)(1) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.55 | % | 0.30 | % |
Class A | Class Adv | |||||||
Columbia Ultra Short Municipal Bond Fund (Pro Forma)(2) |
||||||||
Management fees |
0.21 | % | 0.21 | % | ||||
Distribution and/or service (12b-1) fees |
0.15 | % | None | |||||
Other expenses |
0.18 | %(3) | 0.18 | %(3) | ||||
Total annual Fund operating expenses |
0.54 | % | 0.39 | % | ||||
Less: Fee waivers and/or expense reimbursements |
(0.03 | )%(4) | (0.03 | )%(4) | ||||
Total net annual Fund operating expenses (after waivers and/or reimbursements) |
0.51 | % | 0.36 | % |
1 |
BMO AM has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Target Funds business, and Acquired Fund Fees and Expenses) from exceeding 0.55% for Class A and 0.30% for Class I shares of the Target Fund through December 31, 2022. This expense limitation agreement may not be terminated prior to December 31, 2022 without the consent of the BMO Funds Board, unless terminated due to the termination of the investment advisory agreement. |
2 |
Pro forma expenses assume an approximately 30% reduction in the assets of the Target Fund acquired in the Reorganization due to anticipated redemptions prior to the Reorganization. |
3 |
Other expenses are based on estimated amounts for the Acquiring Funds current fiscal year. |
4 |
Columbia and certain of its affiliates have contractually agreed, assuming approval by shareholders of the Reorganization, effective upon the closing of the Reorganization, to waive fees and/or to reimburse expenses (excluding transaction costs and certain other investment-related expenses, interest, taxes, acquired fund fees and expenses, and infrequent and/or unusual expenses) through December 31, 2023, unless sooner terminated at the sole discretion of the Columbia Funds Board. Under this agreement, the Acquiring Funds net operating expenses, subject to applicable exclusions, will not exceed the annual rates of 0.51% for Class A and 0.36% for Class Adv. |
Expense Examples. These examples are intended to help you compare the cost of investing in shares of the Target Fund with the cost of investing in the Acquiring Fund on a pro forma basis, and allow you to compare these costs with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the applicable Fund for the time periods indicated. These examples also assume that your investment has a 5% return each year and that each operating expenses remain the same. These examples include any contractual fee waiver/expense reimbursement arrangements only for the period indicated in the Annual Fund Operating Expenses table above. Although your actual costs may be higher or lower, based on those assumptions, your costs would be (whether or not shares are redeemed):
1 year | 3 years | 5 years | 10 years | |||||||||||||
BMO Ultra Short Tax-Free Fund (Current) |
||||||||||||||||
Class A |
$ | 255 | $ | 390 | $ | 536 | $ | 963 | ||||||||
Class I |
$ | 31 | $ | 114 | $ | 205 | $ | 473 | ||||||||
Columbia Ultra Short Municipal Bond Fund (Pro Forma) |
||||||||||||||||
Class A |
$ | 52 | $ | 167 | $ | 296 | $ | 671 | ||||||||
Class Adv |
$ | 37 | $ | 119 | $ | 213 | $ | 487 |
13
Portfolio Turnover. Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in a greater amount of taxes when Fund shares are held in a taxable account. Those costs, which are not reflected in the Annual Fund Operating Expenses table or in the expense examples, affect a Funds performance. During the Target Funds most recent fiscal year, the Target Funds portfolio turnover rate was 267% of the average value of the Funds portfolio. The Acquiring Fund will not commence operations until the consummation of the Reorganization.
Comparison of Acquiring Fund and Target Fund Service Providers. The following provides a comparison of the service providers for the Funds.
Service Provider |
Target Funds |
Acquiring Funds |
||
Administrator |
BMO Asset Management Corp. 115 South LaSalle Street Chicago, Illinois 60603 |
Columbia Management Investment Advisers, LLC* 290 Congress Street Boston, Massachusetts 02210 |
||
Sub-Administrator |
State Street Bank and Trust Company 1 Iron Street Boston, Massachusetts 02116 |
N/A | ||
Custodian |
State Street Bank and Trust Company 1 Iron Street Boston, Massachusetts 02116 |
JPMorgan Chase Bank, N.A. 1 Chase Manhattan Plaza, 19th Floor New York, New York, 10005 |
||
Fund Accounting Services Provider |
State Street Bank and Trust Company 1 Iron Street Boston, Massachusetts 02116 |
Columbia Management Investment Advisers, LLC* 290 Congress Street Boston, Massachusetts 02210 |
||
Transfer Agent |
SS&C Technologies, Inc. 2000 Crown Colony Drive Quincy, Massachusetts 02171 |
Columbia Management Investment Services Corp. 290 Congress Street Boston, Massachusetts 02210 |
||
Independent Registered Public Accountant |
KPMG LLP 191 West Nationwide Blvd., Suite 500 Columbus, Ohio 43215 |
PricewaterhouseCoopers LLP 45 South Seventh Street, Suite 3400 Minneapolis, Minnesota 55402 |
||
Distributor |
Foreside Financial Services, LLC Three Canal Plaza Portland, Maine 04101 |
Columbia Management Investment Distributors, Inc. 290 Congress Street Boston, Massachusetts 02210 |
* |
Services to be provided by Columbia under the terms of the Acquiring Funds Investment Management Agreements. |
Comparison of Target Fund and Acquiring Fund Sales Charges and Distribution Arrangements. Class A shares of each Target Fund are subject to a front-end sales load. For BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund, BMO Small-Cap Growth Fund and BMO Pyrford International Stock Fund, the maximum front-end sales load is 5.00%. For BMO Ultra Short Tax-Free Fund, the maximum front-end sales load is 2.00%. For BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund, BMO Pyrford International Stock Fund and BMO Small-Cap Growth Fund, purchases of Class A shares of $1 million or more are not subject to a front-end sales load but are subject to a 1.00% contingent deferred sales charge on redemptions of
14
shares within 18 months of purchase. Class I shares and Class R6 shares of the Target Funds do not impose a front-end sales load or contingent deferred sales charge. Class A, Class I and Class R6 shares of BMO Pyrford International Stock Fund impose a redemption fee of 2.00% of the amount redeemed for shares held less than 30 days. Each Target Funds sales load is subject to reduction or waiver based on factors such as the identity of the buyer, the amount of shares purchased, or the financial intermediary through which a shareholder acquired Target Fund shares.
Class A shares of each Acquiring Fund, except Columbia Ultra Short Municipal Bond Fund, are subject to a front-end sales load of 5.75%. Purchases of Class A shares of between $1 million and $50 million of each Acquiring Fund (except for Columbia Ultra Short Municipal Bond Fund) are subject to a contingent deferred sales charge of 1.00% on redemptions within 12 months of purchase and 0.50% on redemptions after 12 months but within 18 months of purchase. Each Acquiring Funds sales load is subject to reduction or waiver based on factors such as the identity of the buyer, the amount of shares purchased, or the financial intermediary through which a shareholder acquired Acquiring Fund shares. Class Adv and Class Inst3 shares of the Acquiring Funds do not impose a front-end sales load or contingent deferred sales charge.
Class A shares of the Target Funds and the Acquiring Funds are subject to a 0.25% Rule 12b-1 distribution and service fee, except for Class A shares of Columbia Ultra Short Municipal Bond Fund, which are subject to a 0.15% Rule 12b-1 distribution and service fee.
Comparison of Target Fund and Acquiring Fund Purchase and Redemption Provisions. Shares of the Target Funds may be purchased or sold on any day the NYSE is open for business. Class A and Class Y shares of the Target Funds have an investment minimum of $1,000 with a subsequent investment minimum of $50. Class I shares have an investment minimum of $1,000,000. In certain instances the investment minimums may be waived in the particular Target Funds discretion. Class R6 shares of the Target Funds do not have an investment minimum but may be purchased or sold only by eligible retirement plans. The Target Funds may be purchased by phone, by mail or by wire transaction.
Shares of the Acquiring Funds may be purchased or sold on any day the NYSE is open for business. Class A shares of the Acquiring Funds have a $2,000 investment minimum for non-IRA accounts and a $1,000 investment minimum for IRA accounts. The minimum initial investment in Class Adv and Class Inst3 shares is $2,000 ($1,000 for IRA accounts; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customers, charges the customer a commission for effecting transactions in Acquiring Fund shares; provided that the financial intermediary has an agreement with the Acquiring Funds distributor that specifically authorizes offering, as applicable, Class Adv or Class Inst3 shares within such platform and, with respect to Class Inst3 shares, Acquiring Fund shares are held in an omnibus account; for all other eligible Class Adv share investors, there is no minimum initial investment.
There is no minimum initial investment in Class Inst3 shares for: group retirement plans that maintain plan-level or omnibus accounts with the Acquiring Fund; collective trust funds; affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); fee-based platforms of financial intermediaries (or the clearing intermediary that they trade through) that have an agreement with the Acquiring Funds distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform and Acquiring Fund shares are held in an omnibus account; and bank trust departments, subject to an agreement with the Acquiring Funds distributor that specifically authorizes offering Class Inst3 shares and provided that Acquiring Fund shares are held in an omnibus account. For certain institutional investors, the minimum initial investment in Class Inst3 is $1 million, which may be waived in the discretion of the Acquiring Funds distributor. In each case above where noted that Acquiring Fund shares are required to be held in an omnibus account, the Acquiring Funds distributor may, in its discretion, determine to waive this requirement.
There is no minimum initial investment in Class Adv shares for (i) omnibus retirement plans, including self-directed brokerage accounts within omnibus retirement plans that clear through institutional no transaction fee (NTF) platforms; (ii) trust companies or similar institutions; (iii) broker-dealers, banks, trust companies and similar institutions that clear Acquiring Fund share transactions for their client or customer investment advisory or similar accounts through designated financial intermediaries and their mutual fund trading platforms that have been granted specific written authorization from the Acquiring Funds transfer agent with respect to Class Adv eligibility apart from selling, servicing or similar agreements; (iv) 501(c)(3) charitable organizations; (v) 529 plans; (vi) health
15
savings accounts; and (vii) investors participating in a fee-based advisory program sponsored by a financial intermediary or other entity that is not compensated by the Acquiring Fund for those services, other than payments for shareholder servicing or sub-accounting performed in place of the Acquiring Funds transfer agent.
No share classes of the Acquiring Funds have a subsequent investment minimum.
SYNOPSIS OF PROPOSAL 1: COMPARISON OF
BMO DIVIDEND INCOME FUND AND COLUMBIA INTEGRATED LARGE CAP VALUE FUND
Overview. BMO Dividend Income Fund and Columbia Integrated Large Cap Value Fund:
|
Have similar investment objectives. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Dividend Income Fund is organized as a series of a Wisconsin corporation. Columbia Integrated Large Cap Value Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to BMO Dividend Income Fund. Columbia is the investment adviser to Columbia Integrated Large Cap Value Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Dividend Income Fund and Columbia Integrated Large Cap Value Fund are set forth in the table below. Each Funds investment objective is non-fundamental and may be changed without shareholder approval. Both BMO Dividend Income Funds and Columbia Integrated Large Cap Value Funds investment policies with respect to 80% of their respective net assets may be changed by the Funds Board without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
The Funds have similar investment objectives and principal investment strategies; however, there are certain differences. The Target Fund seeks both capital appreciation and income while the Acquiring Fund seeks capital appreciation. Both Funds invest primarily in large capitalization companies similar in size, at the time of purchase, to those within the Russell 1000® Value Index.
BMO Dividend Income Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||
Investment Objective | The Fund seeks to provide capital appreciation and current income. | The Fund seeks to provide shareholders with capital appreciation. | ||
Principal Investment Strategies | The Fund invests at least 80% of its net assets primarily in dividend paying common stocks of large-sized U.S. companies similar in size, at the time of purchase, to those within the Russell 1000® Value Index. The largest company by market capitalization in the Russell 1000® Value Index was approximately $1.1 trillion as of October 31, 2020 and the median market capitalization of companies in the Index as of the same period was $9.6 billion. | Under normal circumstances, at least 80% of the Funds net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of large capitalization issuers. These companies have market capitalizations in the range of companies in the Russell 1000® Value Index (the Index) at the time of purchase (between $ [m/b]illion and $ [tr/b]illion as of [DATE]). As such, the size of the companies in which the Fund invests may change. As long as an investment continues to meet the Funds other investment criteria, the Fund may continue to hold a security even if the |
16
BMO Dividend Income Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||
companys market capitalization grows beyond the market capitalization of the largest company within the Index or falls below the market capitalization of the smallest company within the Index.
The Fund invests substantially in value stocks, which are stocks of companies that the portfolio managers believe are undervalued relative to their fundamentals and exhibit improving investor interest. |
||||
Sector and/or Geographic Emphasis | The Fund may at times focus its investments in one or more sectors. | The Fund may at times emphasize one or more sectors in selecting its investments, including the financial services sector. The Fund invests substantially in securities of U.S. issuers. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Dividend Income Fund, BMO AM:
|
utilizes a unique, value-oriented approach focusing on companies with dividend yields in excess of 1%, which combines the use of proprietary analytical tools and the qualitative judgments of the investment team; |
|
uses tools to rank stocks based on expected returns, constructs preliminary portfolios with the use of fundamental factors, and manages risk; |
|
focuses on company fundamentals through both quantitative and qualitative analysis to balance return generation with risk management; |
|
subjects all purchases and sales of portfolio securities to the investment teams qualitative judgements developed from their cumulative investment experience; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
In general, BMO AM believes companies that are undervalued relative to their fundamentals and exhibit improving investor interest outperform the market over full market cycles. From time to time, BMO Dividend Income Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.
In pursuit of Columbia Integrated Large Cap Value Funds investment objective, the Funds portfolio managers will seek to invest in value companies with long-term capital appreciation potential available at reasonable prices, believing that such investments can outperform the equity market over a full market cycle, which can be measured from market peak to peak or from market trough to trough. Columbia will employ fundamental and quantitative analysis with risk management analysis to construct the Funds portfolio. Columbia will also integrate its assessment of ESG considerations into its investment process. All purchases and sales of portfolio securities will be determined in the portfolio managers qualitative judgments developed from their cumulative investment experience.
Comparison of Fundamental Investment Policies. Both BMO Dividend Income Fund Columbia Integrated Large Cap Value Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
17
Policy |
BMO Dividend Income Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. | ||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. | ||
Investing in Commodities | The Fund will not purchase or sell commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. | ||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. | 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 |
18
Policy |
BMO Dividend Income Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
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. | ||||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer. | 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 Funds 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. | ||
Concentration | The Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities shall not be considered investments in any one industry. | 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. |
19
Policy |
BMO Dividend Income Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 Funds ability to invest in securities issued by other registered investment companies. |
Comparison of Principal Risks. Columbia Integrated Large Cap Value Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Integrated Large Cap Value Fund and BMO Dividend Income Fund are subject to many of the same principal risks, but such risks differ primarily due to BMO Dividend Income Funds focus on dividend paying common stocks, in order to provide current income, as part of the Funds principal investment strategies. In addition, although many principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
Principal Risks |
BMO Dividend Income
Fund (Target Fund) |
Columbia Integrated Large
Cap Value Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Income Risk |
X | |||||||
Issuer Risk (including Capitalization Risk) |
X | X | ||||||
Market (e.g., Stock Market) Risk |
X | X | ||||||
Sector Risk |
X | X | ||||||
Financial Services Sector Risk |
X | |||||||
Style (e.g., Value) Risk |
X | X |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Dividend Income Fund and supervises the management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Integrated Large Cap Value Fund, and will provide the Fund with investment research and advice, as well as administrative and accounting services. In its capacity as investment manager, Columbia will manage the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. For the fiscal year ended August 31, 2020, BMO Dividend Income Fund paid BMO AM an effective advisory fee of 0.50% of the Funds average daily net assets before giving effect to the fee waiver. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Integrated Large Cap Value Funds management fee schedule will apply following completion of the Reorganization.
20
BMO Dividend Income Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||||||||
Assets |
Fee |
Assets |
Fee | |||||||
Up to $500 million |
0.50 | % | Up to $500 million | 0.750 | % | |||||
Greater than $500 million up to $700 million |
0.49 | % | Greater than $500 million up to $1 billion | 0.700 | % | |||||
Greater than $700 million up to $800 million |
0.45 | % | Greater than $1 billion up to $1.5 billion | 0.650 | % | |||||
Greater than $800 million |
0.40 | % | Greater than $1.5 billion up to $3 billion | 0.600 | % | |||||
Greater than $3 billion up to $6 billion | 0.580 | % | ||||||||
Greater than $6 billion up to $12 billion | 0.560 | % | ||||||||
Greater than $12 billion | 0.550 | % |
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. The Acquiring Fund and Target Fund have different portfolio management teams. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Integrated Large Cap Value Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
Comparison of Performance. The Acquiring Fund has no performance history. Assuming the Reorganization of BMO Large-Cap Value Fund occurs in addition to the Reorganization of BMO Dividend Income Fund, BMO Large-Cap Value Fund will be the accounting and performance survivor of the Reorganizations. The bar charts and the performance tables below provide some indication of the risks of an investment in the Target Fund by showing how performance has varied from year to year and by showing how average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy Statement/Prospectus. Please refer to page [] for the performance history of BMO Large-Cap Value Fund, which will be the performance survivor of the Reorganization, assuming the Reorganization of BMO Large-Cap Value Fund occurs in addition to the Reorganization of BMO Dividend Income Fund. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
BMO Dividend Income Fund Performance Class I
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
17.15 | % | Second Quarter 2020 | |||
Worst |
(29.56 | )% | First Quarter 2020 |
* |
Year-to-Date return as of June 30, 2021: 18.73% |
21
Average Annual Total Returns (for periods ended December 31, 2020)
Share
Class Inception Date |
1 Year | 5 Years |
Since
Inception (12/29/2011) |
Since
Inception (5/27/2014) |
||||||||||||||||
Class I |
12/29/2011 | |||||||||||||||||||
Returns before taxes |
1.14 | % | 10.97 | % | 11.44 | % | N/A | |||||||||||||
Returns after taxes on distributions |
0.42 | % | 9.34 | % | 9.79 | % | N/A | |||||||||||||
Returns after taxes on distributions and sale of Fund shares |
0.89 | % | 8.32 | % | 8.97 | % | N/A | |||||||||||||
Class A Returns before taxes |
5/27/2014 | (4.14 | )% | 9.57 | % | N/A | 7.97 | % | ||||||||||||
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) |
2.80 | % | 9.74 | % | 11.62 | % | 7.94 | % | ||||||||||||
S&P 500® (reflects deduction of fees and no deduction for sales charges or taxes) |
18.40 | % | 15.22 | % | 15.21 | % | 13.03 | % |
SYNOPSIS OF PROPOSAL 2: COMPARISON OF
BMO LARGE-CAP VALUE FUND AND COLUMBIA INTEGRATED LARGE CAP VALUE FUND
Overview. BMO Large-Cap Value Fund and Columbia Integrated Large Cap Value Fund:
|
Have substantially identical investment objectives and are both diversified. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Large-Cap Value Fund is organized as a series of a Wisconsin corporation. Columbia Integrated Large Cap Value Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to BMO Large-Cap Value Fund. Columbia is the investment adviser to Columbia Integrated Large Cap Value Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Large-Cap Value Fund and Columbia Select Large Cap Value Fund are set forth in the table below. Each Funds investment objective is non-fundamental and may be changed without shareholder approval. Both BMO Large-Cap Value Funds and Columbia Integrated Large Cap Value Funds investment policy with respect to 80% of its assets may be changed by the Funds Board without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
22
The Funds have substantially identical investment objectives and principal investment strategies. Both Funds invest primarily in large capitalization companies similar in size, at the time of purchase, to those within the Russell 1000® Value Index.
BMO Large-Cap Value Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||
Investment Objective | The Fund seeks to provide capital appreciation. | The Fund seeks to provide shareholders with capital appreciation. | ||
Principal Investment Strategies | The Fund invests at least 80% of its assets in a broadly diversified portfolio of common stocks of large-sized U.S. companies similar in size, at the time of purchase, to those within the Russell 1000® Value Index. The largest company by market capitalization in the Russell 1000® Value Index was approximately $1.1 trillion as of October 31, 2020 and the median market capitalization of companies in the Index as of the same period was $9.6 billion. |
Under normal circumstances, at least 80% of the Funds net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of large capitalization issuers. These companies have market capitalizations in the range of companies in the Russell 1000® Value Index (the Index) at the time of purchase (between $ [m/b]illion and $ [tr/b]illion as of [DATE]). As such, the size of the companies in which the Fund invests may change. As long as an investment continues to meet the Funds other investment criteria, the Fund may continue to hold a security even if the companys market capitalization grows beyond the market capitalization of the largest company within the Index or falls below the market capitalization of the smallest company within the Index.
The Fund invests substantially in value stocks, which are stocks of companies that the portfolio managers believe are undervalued relative to their fundamentals and exhibit improving investor interest. |
||
Sector and/or Geographic Emphasis | The Fund may at times focus its investments in one or more sectors. | The Fund may at times emphasize one or more sectors in selecting its investments, including the financial services sector. The Fund invests substantially in securities of U.S. issuers. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Large-Cap Value Fund, BMO AM:
|
utilizes a unique, value-oriented approach focusing on high quality companies with long-term capital appreciation potential that are available at reasonable prices; |
|
combines the use of proprietary analytical tools and the qualitative judgments of the investment team; |
|
uses tools to rank stocks based on expected returns, constructs preliminary portfolios with the use of fundamental factors, and manages risk; |
|
focuses on company fundamentals through both quantitative and qualitative analysis to balance return generation with risk management; |
|
subjects all purchases and sales of portfolio securities to the investment teams qualitative judgements developed from their cumulative investment experience; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
In general, BMO AM believes companies that are undervalued relative to their fundamentals and exhibit improving investor interest outperform the market over full market cycles. From time to time, BMO Large-Cap Value Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.
23
In pursuit of Columbia Integrated Large Cap Value Funds investment objective, the Funds portfolio managers will seek to invest in value companies with long-term capital appreciation potential available at reasonable prices, believing that such investments can outperform the equity market over a full market cycle, which can be measured from market peak to peak or from market trough to trough. Columbia will employ fundamental and quantitative analysis with risk management analysis to construct the Funds portfolio. Columbia will also integrate its assessment of ESG considerations into its investment process. All purchases and sales of portfolio securities will be determined in the portfolio managers qualitative judgments developed from their cumulative investment experience.
Comparison of Fundamental Investment Policies. Both BMO Large-Cap Value Fund and Columbia Integrated Large Cap Value Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
Policy |
BMO Large-Cap Value Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. | ||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. | ||
Investing in Commodities | The Fund will not purchase or sell commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. |
24
Policy |
BMO Large-Cap Value Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. |
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. |
||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer. | 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 Funds 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. | ||
Concentration | The Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities shall not be considered investments in any one industry. | 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. |
25
Policy |
BMO Large-Cap Value Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 Funds ability to invest in securities issued by other registered investment companies. |
Comparison of Principal Risks. Columbia Integrated Large Cap Value Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Integrated Large Cap Value Fund and BMO Large-Cap Value Fund are subject to many of the same principal risks. Although many principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
Principal Risks |
BMO Large-Cap
Value Fund (Target Fund) |
Columbia Integrated
Large Cap Value Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Issuer Risk (including Capitalization Risk) |
X | X | ||||||
Market Risk |
X | X | ||||||
Sector Risk |
X | X | ||||||
Financial Services Sector Risk |
X | |||||||
Style (e.g., Value) Risk |
X | X |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Large-Cap Value Fund and supervises the management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Integrated Large Cap Value Fund, and will provide the Fund with investment research and advice, as well as administrative and accounting services. In its capacity as investment manager, Columbia will manage the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. For the fiscal year ended August 31, 2020, BMO Large-Cap Value Fund paid BMO AM an effective advisory fee of 0.35% of the Funds average daily net assets before giving effect to the fee waiver. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Select Large Cap Value Funds management fee schedule will apply following completion of the Reorganization.
BMO Large-Cap Value Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||||||||
Assets |
Fee |
Assets |
Fee | |||||||
Up to $1 billion |
0.35 | % | Up to $500 million | 0.750 | % | |||||
Greater than $1 billion up to $2 billion |
0.325 | % | Greater than $500 million up to $1 billion | 0.700 | % | |||||
Greater than $2 billion |
0.30 | % | Greater than $1 billion up to $1.5 billion | 0.650 | % | |||||
Greater than $1.5 billion up to $3 billion | 0.600 | % | ||||||||
Greater than $3 billion up to $6 billion | 0.580 | % | ||||||||
Greater than $6 billion up to $12 billion | 0.560 | % | ||||||||
Greater than $12 billion | 0.550 | % |
26
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Integrated Large Cap Value Fund which are expected to be the same as the current portfolio managers for BMO Large-Cap Value Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
Comparison of Performance. The Acquiring Fund has no performance history. BMO Large-Cap Value Fund will be the accounting and performance survivor of the Reorganization. The bar charts and the performance tables below provide some indication of the risks of an investment in the Acquiring Fund by showing how the Target Funds performance has varied from year to year and by showing how the Target Funds average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy Statement/Prospectus. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
BMO Large-Cap Value Fund Performance Class I
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
17.03 | % | Second Quarter 2020 | |||
Worst |
(27.39 | )% | First Quarter 2020 |
* |
Year-to-Date return as of June 30, 2021: 20.49% |
Average Annual Total Returns (for periods ended December 31, 2020)
Share Class
Inception Date |
1 Year | 5 Years | 10 Years |
Since
Inception (5/27/2014) |
Since
Inception (12/28/2015) |
|||||||||||||||||
Class I |
1/31/2008 | |||||||||||||||||||||
Returns before taxes |
4.24 | % | 8.22 | % | 9.84 | % | N/A | N/A | ||||||||||||||
Returns after taxes on distributions |
3.67 | % | 6.70 | % | 8.20 | % | N/A | N/A | ||||||||||||||
Returns after taxes on distributions and sale of Fund shares |
2.67 | % | 6.18 | % | 7.68 | % | N/A | N/A | ||||||||||||||
Class A Returns before taxes |
5/27/2014 | (1.23 | )% | 6.85 | % | N/A | 6.04 | % | N/A | |||||||||||||
Class R6 Returns before taxes |
12/28/2015 | 4.40 | % | 8.39 | % | N/A | N/A | 8.21 | % | |||||||||||||
Russell 1000® Value (reflects no deductions for fees, expenses or taxes) |
2.80 | % | 9.74 | % | 10.50 | % | 7.94 | % | 9.61 | % |
27
SYNOPSIS OF PROPOSAL 3: COMPARISON OF
BMO LOW VOLATILITY EQUITY FUND AND COLUMBIA INTEGRATED LARGE CAP VALUE FUND
Overview. BMO Low Volatility Equity Fund and Columbia Integrated Large Cap Value Fund:
|
Have similar investment objectives and are both diversified. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Low Volatility Equity Fund is organized as a series of a Wisconsin corporation. Columbia Integrated Large Cap Value Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to BMO Low Volatility Equity Fund. Columbia is the investment adviser to Columbia Integrated Large Cap Value Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Low Volatility Equity Fund and Columbia Integrated Large Cap Value Fund are set forth in the table below. Each Funds investment objective is non-fundamental and may be changed without shareholder approval. Both BMO Low Volatility Equity Funds and Columbia Integrated Large Cap Value Funds investment policy with respect to 80% of its assets may be changed by the Funds Board without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
The Funds have similar investment objectives; however, there are certain differences in the Funds principal investment strategies. Both Funds invest primarily in large capitalization companies. Specifically, BMO Low Volatility Equity Fund invests at least 80% of its assets in a broadly diversified portfolio of common stocks of large-sized U.S. companies similar in size, at the time of purchase, to those within the Russell 1000® Index. For Columbia Integrated Large Cap Value Fund, under normal circumstances, at least 80% of the Funds net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of large capitalization issuers. These companies have market capitalizations in the range of companies in the Russell 1000® Value Index at the time of purchase. BMO Low Volatility Equity Fund also invests in stocks that exhibit less volatile stock price patterns when compared to stocks in the Russell 1000® Index.
BMO Low Volatility Equity Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||
Investment Objective | The Fund seeks to provide capital appreciation. | The Fund seeks to provide shareholders with capital appreciation. | ||
Principal Investment Strategies |
The Fund invests at least 80% of its assets in a broadly diversified portfolio of common stocks of large-sized U.S. companies similar in size, at the time of purchase, to those within the Russell 1000® Index. The largest company by market capitalization in the Russell 1000® Index was approximately $1.9 trillion as of October 31, 2020 and the median market capitalization of companies in the Index as of the same date was $10.9 billion.
The Fund invests in stocks that exhibit less volatile stock price patterns when compared to stocks in the Russell 1000® Index. |
Under normal circumstances, at least 80% of the Funds net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of large capitalization issuers. These companies have market capitalizations in the range of companies in the Russell 1000® Value Index (the Index) at the time of purchase (between $ [m/b]illion and $ [tr/b]illion as of [DATE]). As such, the size of the companies in which the Fund invests may change. As long as an investment continues to meet the Funds other investment criteria, the Fund may continue to hold a security even if the companys market capitalization grows beyond the market capitalization of |
28
BMO Low Volatility Equity Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||
the largest company within the Index or falls below the market capitalization of the smallest company within the Index.
The Fund invests substantially in value stocks, which are stocks of companies that the portfolio managers believe are undervalued relative to their fundamentals and exhibit improving investor interest. |
||||
Sector and/or Geographic Emphasis | The Fund may at times focus its investments in one or more sectors. | The Fund may at times emphasize one or more sectors in selecting its investments, including the financial services sector. The Fund invests substantially in securities of U.S. issuers. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Low Volatility Equity Fund, BMO AM:
|
utilizes a unique approach which combines the use of proprietary analytical tools and the qualitative judgments of the investment team to select low volatility, undervalued stocks; |
|
uses tools to rank stocks based on expected returns, constructs preliminary portfolios with the use of fundamental factors, and manages risk; |
|
focuses on company fundamentals through both quantitative and qualitative analysis to balance return generation with risk management; |
|
subjects all purchases and sales of portfolio securities to the investment teams qualitative judgements developed from their cumulative investment experience; |
|
seeks to provide the Fund with lower downside risk and meaningful upside participation relative to the Russell 1000® Index; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
From time to time, BMO Low Volatility Equity Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.
In pursuit of Columbia Integrated Large Cap Value Funds investment objective, the Funds portfolio managers will seek to invest in value companies with long-term capital appreciation potential available at reasonable prices, believing that such investments can outperform the equity market over a full market cycle, which can be measured from market peak to peak or from market trough to trough. Columbia will employ fundamental and quantitative analysis with risk management analysis to construct the Funds portfolio. Columbia will also integrate its assessment of ESG considerations into its investment process. All purchases and sales of portfolio securities will be determined in the portfolio managers qualitative judgments developed from their cumulative investment experience.
Comparison of Fundamental Investment Policies. Both BMO Low Volatility Equity Fund and Columbia Integrated Large Cap Value Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
Policy |
BMO Low Volatility Equity Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
29
Policy |
BMO Low Volatility Equity Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. | ||
Investing in Commodities | The Fund will not purchase or sell commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. | ||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. | 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. |
30
Policy |
BMO Low Volatility Equity Fund (Target Fund) |
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer. | 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 Funds 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. | ||
Concentration | The Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities shall not be considered investments in any one industry. | 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. | ||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 Funds ability to invest in securities issued by other registered investment companies. |
31
Comparison of Principal Risks. Columbia Integrated Large Cap Value Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Integrated Large Cap Value Fund and BMO Low Volatility Equity Fund are subject to many of the same principal risks. Although many principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
Principal Risks |
BMO Low Volatility
Equity Fund (Target Fund) |
Columbia Integrated
Large Cap Value Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Focused Portfolio Risk |
X | |||||||
Issuer Risk (including Capitalization Risk) |
X | X | ||||||
Market (e.g., Stock Market) Risk |
X | X | ||||||
Sector Risk |
X | X | ||||||
Financial Services Sector Risk |
X | |||||||
Style (e.g., Value) Risk |
X | X |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Low Volatility Equity Fund and supervises the management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Integrated Large Cap Value Fund, and will provide the Fund with investment research and advice, as well as administrative and accounting services. In its capacity as investment manager, Columbia will manage the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. For the fiscal year ended August 31, 2020, BMO Low Volatility Equity Fund paid BMO AM an effective advisory fee of 0.43% of the Funds average daily net assets before giving effect to the fee waiver. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Integrated Large Cap Value Funds management fee schedule will apply following completion of the Reorganization.
BMO Low Volatility Equity Fund
|
Columbia Integrated Large Cap Value Fund (Acquiring Fund) |
|||||||||
Assets |
Fee |
Assets |
Fee | |||||||
Up to $500 million |
0.40 | % | Up to $500 million | 0.750 | % | |||||
Greater than $500 million up to $700 million |
0.39 | % | Greater than $500 million up to $1 billion | 0.700 | % | |||||
Greater than $700 million up to $800 million |
0.35 | % | Greater than $1 billion up to $1.5 billion | 0.650 | % | |||||
Greater than $800 million |
0.30 | % | Greater than $1.5 billion up to $3 billion | 0.600 | % | |||||
Greater than $3 billion up to $6 billion | 0.580 | % | ||||||||
Greater than $6 billion up to $12 billion | 0.560 | % | ||||||||
Greater than $12 billion | 0.550 | % |
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Integrated Large Cap Value Fund which are expected to include one or more of the current portfolio managers for BMO Low Volatility Equity Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
Comparison of Performance. The Acquiring Fund has no performance history. Assuming the Reorganization of BMO Large-Cap Value Fund occurs in addition to the Reorganization of BMO Low Volatility Equity Fund, BMO Large-Cap Value Fund will be the accounting and performance survivor of the Reorganization. The bar charts and the performance tables below provide some indication of the risks of an investment in the Target Fund by showing how performance has varied from year to year and by showing how average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy
32
Statement/Prospectus. Please refer to page [●] for the performance history of BMO Large-Cap Value Fund, which will be the performance survivor of the Reorganization, assuming the Reorganization of BMO Large-Cap Value Fund occurs in addition to the Reorganization of BMO Low Volatility Equity Fund. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
BMO Low Volatility Equity Fund Performance Class I
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
13.46 | % | First Quarter 2013 | |||||
Worst |
(18.01 | )% | First Quarter 2020 |
* |
Year-to-Date return as of June 30, 2021: 9.97% |
Average Annual Total Returns (for periods ended December 31, 2020)
Share Class
Inception Date |
1 Year | 5 Years |
Since
Inception (9/28/2012) |
Since
Inception (5/27/2014) |
||||||||||||||
Class I |
9/28/2012 | |||||||||||||||||
Returns before taxes |
(1.78 | )% | 8.74 | % | 10.33 | % | N/A | |||||||||||
Returns after taxes on distributions |
(2.29 | )% | 7.42 | % | 8.93 | % | N/A | |||||||||||
Returns after taxes on distributions and sale of Fund shares |
(0.85 | )% | 6.63 | % | 7.99 | % | N/A | |||||||||||
Class A Returns before taxes |
5/27/2014 | (6.93 | )% | 7.38 | % | N/A | 7.46 | % | ||||||||||
Russell 1000® (reflects no deductions for fees, expenses or taxes) |
20.96 | % | 15.60 | % | 14.88 | % | 13.17 | % |
SYNOPSIS OF PROPOSAL 4: COMPARISON OF
BMO LARGE-CAP GROWTH FUND AND COLUMBIA INTEGRATED LARGE CAP GROWTH FUND
Overview. BMO Large-Cap Growth Fund and Columbia Integrated Large Cap Growth Fund:
|
Have substantially identical investment objectives and both Funds are diversified. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Large-Cap Growth Fund is organized as a series of a Wisconsin corporation. Columbia Integrated Large Cap Growth Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to . BMO Large-Cap Growth Fund. Columbia is the investment adviser to Columbia Integrated Large Cap Growth Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Large-Cap Growth
33
Fund and Columbia Integrated Large Cap Growth Fund are set forth in the table below. Each Funds investment objective is non-fundamental and may be changed without shareholder approval. BMO Large-Cap Growth Funds and Columbia Integrated Large Cap Growth Funds investment policy with respect to 80% of its net assets may be changed by the Funds Board without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
The Funds have substantially identical investment objectives and principal investment strategies. Both Funds invest primarily in large capitalization companies similar in size, at the time of purchase, to those within the Russell 1000® Growth Index.
BMO Large-Cap Growth Fund (Target Fund) |
Columbia Integrated Large Cap Growth Fund (Acquiring Fund) |
|||
Investment Objective | To provide capital appreciation. | The Fund seeks to provide shareholders with capital appreciation. | ||
Principal Investment Strategies | The Fund invests at least 80% of its assets in common stocks of large-sized U.S. companies similar in size, at the time of purchase, to those within the Russell 1000® Growth Index. The largest company by market capitalization in the Russell 1000® Growth Index was approximately $1.9 trillion as of October 31, 2020 and the median market capitalization of companies in the Index as of the same period was $14.5 billion. |
Under normal circumstances, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of large capitalization companies. These companies have market capitalizations in the range of companies in the Russell 1000® Growth Index (the Index) at the time of purchase (between $ [m/b]illion and $ [tr/b]illion as of [DATE]). As such, the size of the companies in which the Fund invests may change. As long as an investment continues to meet the Funds other investment criteria, the Fund may continue to hold a security even if the companys market capitalization grows beyond the market capitalization of the largest company within the Index or falls below the market capitalization of the smallest company within the Index.
The Fund invests substantially in growth stocks, which are stocks of companies that the portfolio managers believe are undervalued relative to their fundamentals and exhibit improving investor interest. |
||
Sector and/or Geographic Emphasis | The Fund may at times focus its investments in one or more sectors. | The Fund may at times emphasize one or more sectors in selecting its investments, including the information technology sector. The Fund invests substantially in securities of U.S. issuers. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Large-Cap Growth Fund, BMO AM:
|
utilizes a unique, growth-oriented approach focusing on high quality companies with sustainable earnings growth that are available at reasonable prices; |
|
combines the use of proprietary analytical tools and the qualitative judgments of the investment team; |
34
|
uses tools to rank stocks based on expected returns, constructs preliminary portfolios with the use of fundamental factors, and manages risk; |
|
focuses on company fundamentals through both quantitative and qualitative analysis to balance return generation with risk management; |
|
subjects all purchases and sales of portfolio securities to the investment teams qualitative judgements developed from their cumulative investment experience; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
In general, BMO AM believes companies that are undervalued relative to their fundamentals and exhibit improving investor interest outperform the market over full market cycles. From time to time, BMO Large-Cap Growth Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.
In pursuit of Columbia Integrated Large Cap Growth Funds investment objective, the Funds portfolio managers will seek to invest in growth companies with long-term earnings growth potential available at reasonable prices, believing that such investments can outperform the equity market over a full market cycle, which can be measured from market peak to peak or from market trough to trough. Columbia will employ fundamental and quantitative analysis with risk management analysis to construct the Funds portfolio. Columbia will also integrate its assessment of ESG considerations into its investment process. All purchases and sales of portfolio securities will be determined in the portfolio managers qualitative judgments developed from their cumulative investment experience.
Comparison of Fundamental Investment Policies. Both BMO Large-Cap Growth Fund and Columbia Integrated Large Cap Growth Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
Policy |
BMO Large-Cap Growth Fund (Target Fund) |
Columbia Integrated Large Cap Growth Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. |
The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. |
35
Policy |
BMO Large-Cap Growth Fund (Target Fund) |
Columbia Integrated Large Cap Growth Fund (Acquiring Fund) |
||
Investing in Commodities | The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. | ||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. | 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. | ||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer. | 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 Funds 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. |
36
Policy |
BMO Large-Cap Growth Fund (Target Fund) |
Columbia Integrated Large Cap Growth Fund (Acquiring Fund) |
||
Concentration | The Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities shall not be considered investments in any one industry. | 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. | ||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 Funds ability to invest in securities issued by other registered investment companies. |
Comparison of Principal Risks. Columbia Integrated Large Cap Growth Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Integrated Large Cap Growth Fund and BMO Large-Cap Growth Fund are subject to many of the same principal risks. Although many principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
37
Principal Risks |
BMO Large-Cap
Growth Fund (Target Fund) |
Columbia Integrated Large
Cap Growth Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Common Stock Risk |
X | X | * | |||||
Issuer Risk (including Capitalization Risk) |
X | X | ||||||
Market (e.g., Stock Market) Risk |
X | X | ||||||
Sector Risk |
X | X | ||||||
Information Technology Sector Risk |
X | X | ||||||
Style (e.g., Growth) Risk |
X | X |
* |
The Acquiring Funds Issuer Risk and Market Risk generally address risk considerations covered in the Target Funds Common Stock Risk. |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Large-Cap Growth Fund and supervises the management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Integrated Large Cap Growth Fund, and will provide the Fund with investment research and advice, as well as administrative and accounting services. In its capacity as investment manager, Columbia will manage the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. For the fiscal year ended August 31, 2020, BMO Large-Cap Growth Fund paid BMO AM an effective advisory fee of 0.35% of the Funds average daily net assets before giving effect to the fee waiver. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Integrated Large Cap Growth Funds management fee schedule will apply following completion of the Reorganization.
BMO
Large-Cap Growth Fund
|
Columbia Integrated Large Cap Growth Fund (Acquiring Fund) |
|||||||||
Assets |
Fee |
Assets |
Fee | |||||||
Up to $1 billion |
0.35 | % | Up to $500 million | 0.750 | % | |||||
Greater than $1 billion up to $2 billion |
0.325 | % | Greater than $500 million up to $1 billion | 0.700 | % | |||||
Greater than $2 billion |
0.30 | % | Greater than $1 billion up to $1.5 billion | 0.650 | % | |||||
Greater than $1.5 billion up to $3 billion | 0.600 | % | ||||||||
Greater than $3 billion up to $6 billion | 0.580 | % | ||||||||
Greater than $6 billion up to $12 billion | 0.560 | % | ||||||||
Greater than $12 billion | 0.550 | % |
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Integrated Large Cap Growth Fund which are expected to be the same as the current portfolio managers of BMO Large-Cap Growth Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
Comparison of Performance. The Acquiring Fund has no performance history. The Target Fund will be the accounting and performance survivor of the Reorganization. The bar charts and the performance tables below provide some indication of the risks of an investment in the Acquiring Fund by showing how the Target Funds performance has varied from year to year and by showing how the Target Funds average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. The Acquiring Fund will be managed by a different investment adviser and therefore, the past performance of the Target Fund does not necessarily reflect how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy Statement/Prospectus. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
38
BMO Large-Cap Growth Fund Performance Class I
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
24.22 | % | Second Quarter 2020 | |||
Worst |
(16.53 | )% | First Quarter 2020 |
* |
Year-to-Date return as of June 30, 2021: 15.89% |
Average Annual Total Returns (for periods ended December 31, 2020)
Share Class
Inception Date |
1 Year | 5 Years | 10 Years |
Since
Inception (5/27/2014) |
Since
Inception (12/28/2015) |
|||||||||||||||||||
Class I |
1/31/2008 | |||||||||||||||||||||||
Returns before taxes |
29.50 | % | 17.99 | % | 15.83 | % | N/A | N/A | ||||||||||||||||
Returns after taxes on distributions |
26.89 | % | 15.63 | % | 13.29 | % | N/A | N/A | ||||||||||||||||
Returns after taxes on distributions and sale of Fund shares |
18.82 | % | 13.86 | % | 12.28 | % | N/A | N/A | ||||||||||||||||
Class Y Returns before taxes |
11/20/1992 | 29.12 | % | 17.70 | % | 15.54 | % | N/A | N/A | |||||||||||||||
Class A Returns before taxes |
5/27/2014 | 22.63 | % | 16.49 | % | N/A | 15.00 | % | N/A | |||||||||||||||
Class R6 Returns before taxes |
12/28/2015 | 29.65 | % | 18.18 | % | N/A | N/A | 17.99 | % | |||||||||||||||
Russell 1000® Growth (reflects no deductions for fees, expenses or taxes) |
38.49 | % | 21.00 | % | 17.21 | % | 18.05 | % | 20.81 | % |
SYNOPSIS OF PROPOSAL 5: COMPARISON OF
BMO SMALL-CAP GROWTH FUND AND COLUMBIA INTEGRATED SMALL CAP GROWTH FUND
Overview. BMO Small-Cap Growth Fund and Columbia Integrated Small Cap Growth Fund:
|
Have substantially identical investment objectives and both Funds are diversified. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Small-Cap Growth Fund is organized as a series of a Wisconsin corporation. Columbia Integrated Small Cap Growth Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to BMO Small-Cap Growth Fund. Columbia is the investment adviser to Columbia Integrated Small Cap Growth Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Small-Cap Growth Fund and Columbia Integrated Small Cap Growth Fund are set forth in the table below. Each Funds investment
39
objective is non-fundamental and may be changed without shareholder approval. BMO Small-Cap Growth Funds and Columbia Integrated Small Cap Growth Funds investment policy with respect to 80% of its net assets may be changed by the Funds Board without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
The Funds have substantially identical investment objectives and principal investment strategies. Both Funds invest primarily in small capitalization companies similar in size, at the time of purchase, to those within the Russell 2000® Growth Index. Unlike the Target Fund, the Acquiring Fund does not increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available as a principal investment strategy.
BMO Small-Cap Growth Fund (Target Fund) |
Columbia Integrated Small Cap Growth Fund (Acquiring Fund) |
|||
Investment Objective | To provide capital appreciation. | The Fund seeks to provide shareholders with capital appreciation. | ||
Principal Investment Strategies | The Fund invests at least 80% of its assets in growth-oriented common stocks of small-sized U.S. companies similar in size, at the time of purchase, to those within the Russell 2000® Growth Index. The largest company by market capitalization in the Russell 2000® Growth Index was approximately $11.8 billion as of October 31, 2020 and the median market capitalization of companies in the Index as of the same period was $915 million. |
Under normal circumstances, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of small capitalization companies. These companies have market capitalizations in the range of companies in the Russell 2000® Growth Index (the Index) at the time of purchase (between $ [m/b]illion and $ [tr/b]illion as of [DATE]). As such, the size of the companies in which the Fund invests may change. As long as an investment continues to meet the Funds other investment criteria, the Fund may continue to hold a security even if the companys market capitalization grows beyond the market capitalization of the largest company within the Index or falls below the market capitalization of the smallest company within the Index.
The Fund invests substantially in growth stocks, which are stocks of companies that the portfolio managers believe are undervalued relative to their fundamentals and exhibit improving investor interest. |
||
Sector and/or Geographic Emphasis | The Fund may at times focus its investments in one or more sectors. | The Fund may at times emphasize one or more sectors in selecting its investments, including the health care and information technology sectors. The Fund invests substantially in securities of U.S. issuers. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Small-Cap Growth Fund, BMO AM:
|
utilizes a unique, growth-oriented approach focusing on high quality companies with sustainable earnings growth that are available at reasonable prices; |
|
combines the use of proprietary analytical tools and the qualitative judgments of the investment team; |
|
uses tools to rank stocks based on expected returns, constructs preliminary portfolios with the use of fundamental factors, and manages risk; |
40
|
focuses on company fundamentals through both quantitative and qualitative analysis to balance return generation with risk management; |
|
subjects all purchases and sales of portfolio securities to the investment teams qualitative judgements developed from their cumulative investment experience; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
In general, BMO AM believes companies that are undervalued relative to their fundamentals and exhibit improving investor interest outperform the market over full market cycles.
In pursuit of Columbia Integrated Small Cap Growth Funds investment objective, the Funds portfolio managers will seek to invest in growth companies with long-term earnings growth potential available at reasonable prices, believing that such investments can outperform the equity market over a full market cycle, which can be measured from market peak to peak or from market trough to trough. Columbia will employ fundamental and quantitative analysis with risk management analysis to construct the Funds portfolio. Columbia will also integrate its assessment of ESG considerations into its investment process. All purchases and sales of portfolio securities will be determined in the portfolio managers qualitative judgments developed from their cumulative investment experience.
Comparison of Fundamental Investment Policies. Both BMO Small-Cap Growth Fund and Columbia Integrated Small Cap Growth Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
Policy |
BMO Small-Cap Growth Fund (Target Fund) |
Columbia Integrated Small Cap Growth Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. | ||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. |
41
Policy |
BMO Small-Cap Growth Fund (Target Fund) |
Columbia Integrated Small Cap Growth Fund (Acquiring Fund) |
||
Investing in Commodities | The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. | ||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. | 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. | ||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer. | 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 Funds 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. | ||
Concentration | The Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities shall not be considered investments in any one industry. | 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 |
42
Policy |
BMO Small-Cap Growth Fund (Target Fund) |
Columbia Integrated Small Cap Growth Fund (Acquiring Fund) |
||
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. | ||||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 Funds ability to invest in securities issued by other registered investment companies. |
Comparison of Principal Risks. Columbia Integrated Small Cap Growth Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Integrated Small Cap Growth Fund and BMO Small-Cap Growth Fund are subject to many of the same principal risks. Although many principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
Principal Risks |
BMO Small-Cap
Growth Fund (Target Fund) |
Columbia Integrated Small
Cap Growth Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Common Stock Risk |
X | X | * | |||||
Income Risk |
X | |||||||
Issuer Risk (including Capitalization Risk) |
X | X | ||||||
Market Risk |
X | X | ||||||
Sector Risk |
X | X | ||||||
Healthcare Sector Risk |
X | X | ||||||
Style (e.g., Growth) Risk |
X | X |
* |
The Acquiring Funds Issuer Risk and Market Risk generally address risk considerations covered in the Target Funds Common Stock Risk. |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Small-Cap Growth Fund and supervises the management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Integrated Small Cap Growth Fund, and will provide the Fund with investment research and advice, as well as administrative and accounting services. In its capacity as investment manager, Columbia will manage the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. For the fiscal year ended August 31, 2020, BMO Small-Cap Growth Fund paid BMO AM an effective advisory fee of 0.68% of the Funds average daily net assets before giving effect to the fee waiver. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Integrated Small Cap Growth Funds management fee schedule will apply following completion of the Reorganization.
43
BMO Small-Cap Growth Fund (Target Fund) |
Columbia Integrated Small Cap Growth Fund (Acquiring Fund) |
|||||
Assets |
Fee |
Assets |
Fee | |||
Up to $500 million | 0.685% | Up to $500 million | 0.850% | |||
Greater than $500 million up to $700 million | 0.680% | Greater than $500 million up to $1 billion | 0.800% | |||
Greater than $700 million up to $800 million | 0.620% | Greater than $1 billion up to $3 billion | 0.750% | |||
Greater than $800 million | 0.610% | Greater than $3 billion up to $12 billion | 0.740% | |||
Greater than $12 billion | 0.730% |
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Integrated Small Cap Growth Fund which are expected to be the same as the current portfolio managers for BMO Small-Cap Growth Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
Comparison of Performance. The Acquiring Fund has no performance history. The Target Fund will be the accounting and performance survivor of the Reorganization. The bar charts and the performance tables below provide some indication of the risks of an investment in the Acquiring Fund by showing how the Target Funds performance has varied from year to year and by showing how the Target Funds average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. The Acquiring Fund will be managed by a different investment adviser and therefore, the past performance of the Target Fund does not necessarily reflect how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy Statement/Prospectus. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
BMO Small-Cap Growth Fund Performance Class I
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
29.06 | % | Fourth Quarter 2020 | |||
Worst |
(26.16 | )% | First Quarter 2020 |
* |
Year-to-Date return as of June 30, 2021: 15.17% |
Average Annual Total Returns (for periods ended December 31, 2020)
Share Class
Inception Date |
1 Year | 5 Years | 10 Years |
Since
Inception (5/31/2017) |
||||||||||||||||
Class I |
1/31/2008 | |||||||||||||||||||
Returns before taxes |
24.39 | % | 12.94 | % | 9.94 | % | N/A | |||||||||||||
Returns after taxes on distributions |
23.34 | % | 11.13 | % | 7.66 | % | N/A | |||||||||||||
Returns after taxes on distributions and sale of Fund shares |
15.10 | % | 9.85 | % | 7.33 | % | N/A | |||||||||||||
Class A Returns before taxes |
5/31/2017 | 17.89 | % | N/A | N/A | 11.90 | % | |||||||||||||
Russell 2000 Growth® Index (reflects no deductions for fees, expenses or taxes) |
34.63 | % | 16.36 | % | 13.48 | % | 17.86 | % |
44
SYNOPSIS OF PROPOSAL 6: COMPARISON OF
BMO PYRFORD INTERNATIONAL STOCK FUND AND COLUMBIA PYRFORD INTERNATIONAL STOCK FUND
Overview. BMO Pyrford International Stock Fund and Columbia Pyrford International Stock Fund:
|
Have substantially identical investment objectives and both Funds are diversified. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Pyrford International Stock Fund is organized as a series of a Wisconsin corporation. Columbia Pyrford International Stock Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to BMO Pyrford International Stock Fund. Columbia is the investment adviser to Columbia Pyrford International Stock Fund. |
|
Have the same subadviser. Pyrford International Ltd. (Pyrford) is the subadviser to BMO Pyrford International Stock Fund and Columbia Pyrford International Stock Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Pyrford International Stock Fund and Columbia Pyrford International Stock Fund are set forth in the table below. Each Funds investment objective is non-fundamental and may be changed without shareholder approval. Both BMO Pyrford International Stock Funds and Columbia Pyrford International Stock Funds investment policy with respect to 80% of its net assets may be changed by the Funds Board without shareholder approval as long as shareholders are given 60 days advance written notice of the change.
The Funds have substantially identical investment objectives and principal investment strategies. Both Funds invest primarily in equity securities of companies located in countries outside the United States with an emphasis on companies located in developed countries in the MSCI EAFE Index.
BMO Pyrford International Stock Fund (Target Fund) |
Columbia Pyrford International Stock Fund (Acquiring Fund) |
|||
Investment Objective |
To provide capital appreciation. | The Fund seeks capital appreciation. | ||
Principal Investment Strategies |
The Fund invests at least 80% of its assets in equity securities of companies located in a number of countries outside the United States. The Fund invests primarily in companies that are located in the countries included, at the time of purchase, in the MSCI EAFE Index, which includes developed countries outside of North America. Although the Fund may invest in companies across all market capitalizations, the Fund invests primarily in companies that, at the time of purchase, have a minimum market capitalization of $2 billion. | The Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of companies located in countries outside the United States. The Fund primarily invests in companies that are located in the countries included, at the time of purchase, in the MSCI EAFE Index (the Index), which includes developed countries outside of North America. Although the Fund may invest in companies across all market capitalizations, the Fund focuses on companies that, at the time of purchase, have a minimum market capitalization of $2 billion. |
45
BMO Pyrford International Stock Fund (Target Fund) |
Columbia Pyrford International Stock Fund (Acquiring Fund) |
|||
Derivatives | The Fund may invest in forward foreign currency exchange contracts, a type of derivative instrument, for purposes of hedging its exposure to non-U.S. currencies. | The Fund may invest in forward foreign currency contracts primarily for hedging purposes. | ||
Sector and/or Geographic Emphasis | The Fund may at times focus its investments in one or more sectors. Although the Fund invests primarily in companies that are included in the MSCI EAFE Index, the Fund may invest up to 20% of its net assets in companies located in countries not represented in this index, including emerging market countries. | The Fund may at times focus its investments in one or more sectors and certain countries or geographic areas The Fund may invest up to 20% of its net assets in companies that are located in countries not represented in the Index, such as emerging markets countries. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Pyrford International Stock Fund and Columbia Pyrford International Stock Fund, Pyrford:
|
seeks to minimize losses by adopting a highly defensive investment stance at times of perceived high risk, characterized by high valuation levels or high levels of financial leverage; |
|
aims to deliver volatility significantly below that of the Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE Index) by being zero weight in any country, sector, or stock that Pyrford believes has very poor value as measured by established fundamental value metrics (such as dividend yields, return on equity, and P/E ratios); |
|
primarily relies on the country where the company is organized, but also may consider the country where the companys revenues are derived and the primary market listing for the class of shares to be purchased; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
From time to time, BMO Pyrford International Stock Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.
Comparison of Fundamental Investment Policies. Both BMO Pyrford International Stock Fund and Columbia Pyrford International Stock Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
46
Policy |
BMO Pyrford International Stock Fund (Target Fund) |
Columbia Pyrford International Stock Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. | ||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. | ||
Investing in Commodities | The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. | ||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. |
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 |
47
Policy |
BMO Pyrford International Stock Fund (Target Fund) |
Columbia Pyrford International Stock Fund (Acquiring Fund) |
||
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. | ||||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer.(a) | 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 Funds 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. | ||
Concentration | The Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities shall not be considered investments in any one industry. | 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. | ||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 |
48
Policy |
BMO Pyrford International Stock Fund (Target Fund) |
Columbia Pyrford International Stock Fund (Acquiring Fund) |
||
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 Funds ability to invest in securities issued by other registered investment companies. |
(a) |
Under this limitation, the Target Fund will consider each governmental subdivision, including states and the District of Columbia, territories, possessions of the United States or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, a separate issuer if its assets and revenues are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial developments bonds backed only by the assets and revenues of a non-governmental user are considered to be issued solely by that user. If, in the case of an industrial development bond or government-issued security, a governmental or some other entity (such as a bank that issues a letter of credit) guarantees the security, such guarantee or letter of credit would be considered a separate security issued by the guarantor or other entity, subject to a limit on investments in the guarantor of 10% of total assets. Where a security is insured by bond insurance, the security shall not be considered a security issued or guaranteed by the insurer. Instead, the issuer of such security will be determined in accordance with the first and second sentences of this paragraph. |
Comparison of Principal Risks. Columbia Pyrford International Stock Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Pyrford International Stock Fund and BMO Pyrford International Stock Fund are subject to many of the same principal risks. Although many principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
Principal Risks |
BMO Pyrford
International Stock Fund (Target Fund) |
Columbia Pyrford
International Stock Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Common Stock Risk |
X | X | * | |||||
Currency Risk |
X | X | ^ | |||||
Derivatives Risk |
X | X | ||||||
- Forward Contracts Risk |
X | X | ||||||
Emerging Markets Securities Risk |
X | X | ||||||
Foreign Securities Risk |
X | X | ||||||
Geographic Focus Risk |
||||||||
- Asia Pacific Region |
X | |||||||
- Europe |
X | |||||||
Issuer Risk (including Capitalization Risk) |
X | X | ||||||
Liquidity Risk |
X | |||||||
Market (e.g., Stock Market) Risk |
X | X | ||||||
Sector Risk |
X | X | ||||||
Industrials Sector Risk |
X |
* |
The Acquiring Funds Issuer Risk and Market Risk generally address risk considerations covered in the Target Funds Common Stock Risk. |
^ |
The Acquiring Funds risk factor Foreign Securities Risk includes currency risk. |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Pyrford International Stock Fund and supervises Pyrfords management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Pyrford International Stock Fund and will be responsible for the oversight of Pyrford, which will provide day-to-day portfolio management to the Fund. For the fiscal year ended August 31, 2020, BMO Pyrford International Stock Fund paid BMO AM an effective management fee of 0.73% of the Funds average daily net assets before giving effect to the fee waiver. BMO AM compensates Pyrford based on the level of average daily net assets of the Fund. Columbia will compensate Pyrford based on the level of average
49
daily net assets of the Fund. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Pyrford International Stock Funds management fee schedule will apply following completion of the Reorganization.
BMO Pyrford International Stock Fund (Target Fund) |
Columbia Pyrford International Stock Fund (Acquiring Fund) |
|||||||||
Assets |
Fee |
Assets |
Fee | |||||||
Up to $500 million |
0.735 | % | Up to $250 million | 0.870 | % | |||||
Greater than $500 million up to $700 million |
0.720 | % | Greater than $250 million up to $500 million | 0.855 | % | |||||
Greater than $700 million up to $800 million |
0.620 | % | Greater than $500 million up to $750 million | 0.820 | % | |||||
Greater than $800 million |
0.560 | % | Greater than $750 million up to $1 billion | 0.800 | % | |||||
Greater than $1 billion up to $1.5 billion | 0.770 | % | ||||||||
Greater than $1.5 billion up to $3 billion | 0.720 | % | ||||||||
Greater than $3 billion up to $6 billion | 0.700 | % | ||||||||
Greater than $6 billion up to $12 billion | 0.680 | % | ||||||||
Greater than $12 billion up to $20 billion | 0.670 | % | ||||||||
Greater than $20 billion up to $24 billion | 0.660 | % | ||||||||
Greater than $24 billion up to $50 billion | 0.650 | % | ||||||||
Greater than $50 billion | 0.620 | % |
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Pyrford International Stock Fund which are expected to be the same as the current portfolio managers for BMO Pyrford International Stock Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
Comparison of Performance. The Acquiring Fund has no performance history. The Target Fund will be the accounting and performance survivor of the Reorganization. The bar charts and the performance tables below provide some indication of the risks of an investment in the Acquiring Fund by showing how the Target Funds performance has varied from year to year and by showing how the Target Funds average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. The Acquiring Fund will be managed by a different investment adviser and therefore, the past performance of the Target Fund does not necessarily reflect how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy Statement/Prospectus. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
BMO Pyrford International Stock Fund Class I
50
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
11.99 | % | Second Quarter 2020 | |||
Worst |
(18.93 | )% | First Quarter 2020 |
* |
Year-to-Date return as of June 30, 2021: 6.93% |
Average Annual Total Returns (for periods ended December 31, 2020)
Share Class
Inception Date |
1 Year | 5 Years |
Since
Inception (12/29/2011) |
Since
Inception (5/27/2014) |
||||||||||||||||
Class I |
12/29/2011 | |||||||||||||||||||
Returns before taxes |
3.67 | % | 6.56 | % | 6.53 | % | N/A | |||||||||||||
Returns after taxes on distributions |
3.18 | % | 5.93 | % | 5.95 | % | N/A | |||||||||||||
Returns after taxes on distributions and sale of Fund shares |
2.58 | % | 5.08 | % | 5.21 | % | N/A | |||||||||||||
Class A Returns before taxes |
5/27/2014 | (1.75 | )% | 5.19 | % | N/A | 2.33 | % | ||||||||||||
Class R6 Returns before taxes |
5/27/2014 | 3.88 | % | 6.73 | % | N/A | 3.56 | % | ||||||||||||
Morgan Stanley Capital International Europe, Australasia, Far East Index (reflects reinvested dividends net of withholding taxes but reflects no deductions for fees, expenses or other taxes) |
7.82 | % | 7.45 | % | 7.84 | % | 4.13 | % |
SYNOPSIS OF PROPOSAL 7: COMPARISON OF
BMO ULTRA SHORT TAX-FREE FUND AND COLUMBIA ULTRA SHORT MUNICIPAL BOND FUND
Overview. BMO Ultra Short Tax-Free Fund and Columbia Ultra Short Municipal Bond Fund:
|
Have substantially identical investment objectives and both Funds are diversified. |
|
Have the same fiscal year ends. |
|
Are structured as series of separate open-end management investment companies. BMO Ultra Short Tax-Free Fund is organized as a series of a Wisconsin corporation. Columbia Ultra Short Municipal Bond Fund is organized as a series of a Massachusetts business trust. |
|
Have different advisers. BMO AM is the investment adviser to BMO Ultra Short Tax-Free Fund. Columbia is the investment adviser to Columbia Ultra Short Municipal Bond Fund. |
Comparison of Investment Objectives, Principal Investment Strategies and Non-Fundamental Investment Policies. The investment objectives and principal investment strategies of BMO Ultra Short Tax-Free Fund and Columbia Ultra Short Municipal Bond Fund are set forth in the table below. Each Funds investment objective is non-fundamental and may be changed without shareholder approval. Each Funds investment policy with respect to 80% of its net assets may not be changed without shareholder approval.
The Funds have substantially identical investment objectives; however, there are certain differences in the Funds principal investment strategies. Both Funds invest primarily in municipal securities, the income from which is exempt from U.S. federal income tax, including the U.S. federal alternative minimum tax. Unlike the Target Fund, the Acquiring Fund does not increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available as a principal investment strategy.
51
BMO Ultra Short Tax-Free Fund (Target Fund) |
Columbia Ultra Short Municipal Bond Fund (Acquiring Fund) |
|||
Investment Objective | To provide current income exempt from federal income tax consistent with preservation of capital. | The Fund seeks current income exempt from U.S. federal income tax, consistent with preservation of capital. | ||
Principal Investment Strategies | The Fund invests at least 80% of its assets in municipal securities, the income from which is exempt from federal income tax (including the federal alternative minimum tax (AMT)). The Fund invests primarily in municipal securities within the investment grade category (i.e., rated BBB by Standard & Poors or Baa by Moodys Investors Service, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase. The Fund also may invest up to 10% of its assets in municipal securities that are below investment grade, also known as high yield securities or junk bonds. |
The Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in municipal securities that pay interest exempt from U.S. federal income tax (including the U.S. federal alternative minimum tax (AMT)). These securities are issued by or on behalf of states and their political subdivisions, agencies, authorities and instrumentalities and by other qualified issuers. Qualified issuers include issuers located in U.S. territories, commonwealths and possessions, such as Guam, Puerto Rico and the U.S. Virgin Islands.
The Fund may also invest indirectly in such securities through investments in underlying funds, including affiliated funds. The Fund may invest up to 20% of its net assets in securities that pay interest subject to U.S. federal income tax (including the U.S. federal AMT). The Fund generally invests in municipal securities that, at the time of purchase, are rated investment grade or are unrated but determined to be of comparable quality. The Fund may invest up to 10% of its assets in debt instruments that, at the time of purchase, are rated below investment grade or are unrated but determined to be of comparable quality (commonly referred to as high-yield investments or junk bonds).
Under normal circumstances, the Funds dollar-weighted average maturity will be one year or less. |
||
Sector and/or Geographic Emphasis | | The Fund may from time to time emphasize investment exposure to one or more states in selecting its investments. | ||
Diversification | The Fund is diversified. | The Fund is diversified. |
Additional Information About Principal Investment Strategies. In selecting investments for BMO Ultra Short Tax-Free Fund, BMO AM assesses factors such as:
|
the cyclical trend in interest rates |
|
the shape of the municipal yield curve |
|
tax rates |
52
|
sector valuation |
|
municipal bond supply factors; and |
|
integrates environmental, social and governance (ESG) considerations into its investment process. |
In general, BMO AM believes companies that are undervalued relative to their fundamentals and exhibit improving investor interest outperform the market over full market cycles.
From time to time, BMO Ultra Short Tax-Free Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.
In pursuit of Columbia Ultra Short Municipal Bond Fund investment objective, Columbia will consider a variety of factors in identifying investment opportunities and constructing the Funds portfolio which may include, among others, the following:
|
local, national and global economic conditions; |
|
market conditions, interest rate movements and other relevant factors in allocating the Funds assets among issuers, securities, industry sectors and maturities; and |
|
the creditworthiness of the issuer of the security and the various features of the security, such as its interest rate, yield, maturity, any call features and value relative to other securities. |
Columbia may sell a security if Columbia believes that there is deterioration in the issuers financial circumstances, or that other investments are more attractive; if there is deterioration in a securitys credit rating; or for other reasons.
Comparison of Fundamental Investment Policies. Both BMO Ultra Short Tax-Free Fund and Columbia Ultra Short Municipal Bond Fund have adopted certain fundamental investment policies. Fundamental investment policies cannot be changed without the approval of the holders of a majority of the outstanding shares of the applicable Fund. The term majority of the outstanding shares means the vote of (i) 67 % or more of a Funds shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Funds outstanding shares, whichever is less.
Policy |
BMO Ultra Short Tax-Free Fund (Target Fund) |
Columbia Ultra Short Municipal Bond Fund (Acquiring Fund) |
||
Issuing Senior Securities | The Fund will not issue senior securities, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. | ||
Borrowing Money | The Fund will not borrow money, except as the 1940 Act, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit. | 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. | ||
Lending Cash or Securities | The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This restriction shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations. | 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. |
53
Policy |
BMO Ultra Short Tax-Free Fund (Target Fund) |
Columbia Ultra Short Municipal Bond Fund (Acquiring Fund) |
||
Investing in Commodities | The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities. | 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. | ||
Investing in Real Estate | The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein. | 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. | ||
Diversification | With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items, or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer.(a) | 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 Funds 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. | ||
Concentration | The Fund will not invest 25% or more of the value of its total assets in any one industry, except that the Fund may invest 25% or more of the value of its total assets in cash or cash items, | 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 |
54
Policy |
BMO Ultra Short Tax-Free Fund (Target Fund) |
Columbia Ultra Short Municipal Bond Fund (Acquiring Fund) |
||
securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and repurchase agreements collateralized by such securities for temporary defensive purposes. In addition, the Fund may invest more than 25% of the value of its total assets in obligations issued by any state, territory, or possession of the United States; the District of Columbia; or any of their authorities, agencies, instrumentalities, or political subdivisions, including tax-exempt project notes guaranteed by the U.S. government, regardless of the location of the issuing municipality. This policy applies to securities that are related in such a way that an economic, business, or political development affecting one security would also affect the other securities (such as securities paid from revenues from selected projects in transportation, public works, education, or housing). | 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. | |||
Underwriting | The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities. | 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 Funds ability to invest in securities issued by other registered investment companies. | ||
Tax-Exempt Obligations | The Fund invests, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in securities the income from which is exempt from U.S. federal income tax, including the U.S. federal AMT. | The Fund invests, under normal circumstances, at least 80% of its net assets (including the amount of any borrowings for investment purposes) in municipal securities that pay interest exempt from U.S. federal income tax (including the U.S. federal alternative minimum tax (AMT)). |
(a) |
Under this limitation, the Target Fund will consider each governmental subdivision, including states and the District of Columbia, territories, possessions of the United States or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, a separate issuer if its assets and revenues are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial developments bonds backed only by the assets and revenues of a non-governmental user are considered to be issued solely by that user. If, in the case of an industrial development bond or government-issued security, a governmental or some other entity (such as a bank that issues a letter of credit) guarantees the security, such guarantee or letter of credit would be considered a separate security issued by the guarantor or other entity, subject to a limit on investments in the guarantor of 10% of total assets. Where a security is insured by bond insurance, the security shall not be considered a security issued or guaranteed by the insurer. Instead, the issuer of such security will be determined in accordance with the first and second sentences of this paragraph. The foregoing 10% restriction does not limit the percentage of the Target Funds assets that may be invested in securities insured by any single issuer. |
55
Comparison of Principal Risks. Columbia Ultra Short Municipal Bond Fund is subject to the principal risks described in Section EAdditional Information Applicable to the Acquiring Funds below. Columbia Ultra Short Municipal Bond Fund and BMO Ultra Short Tax-Free Fund are subject to many of the same principal risks. Although certain principal risk factors attributable to the Funds are similar, they are presented in a different manner by each Fund due to differing disclosure practices between the two fund complexes.
Principal Risks |
BMO Ultra Short Tax-
Free Fund (Target Fund) |
Columbia Ultra Short
Municipal Bond Fund (Acquiring Fund) |
||||||
Active Management Risk |
X | X | ||||||
Call Risk |
X | |||||||
Changing Distribution Level (e.g., Income) Risk |
X | X | ||||||
Credit Risk |
X | X | ||||||
Frequent Trading Risk |
X | X | ||||||
High Yield Investments Risk |
X | X | ||||||
Issuer Risk |
X | X | ||||||
Interest Rate Risk |
X | X | ||||||
Liquidity Risk |
X | X | ||||||
Market Risk |
X | X | ||||||
Municipal Securities Risk |
X | X | ||||||
Portfolio Turnover Risk |
X | |||||||
Prepayment and Extension Risk |
X | |||||||
Reinvestment Risk |
X | |||||||
Sector Risk |
X | X | ||||||
Tax Risk |
X |
Comparison of Management of the Funds. BMO AM serves as the investment adviser to BMO Ultra Short Tax-Free Fund and supervises the management of the Funds investments and business affairs. Columbia will serve as investment manager to Columbia Ultra Short Municipal Bond Fund, and will provide the Fund with investment research and advice, as well as administrative and accounting services. In its capacity as investment manager, Columbia will manage the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing portfolio transactions. For the fiscal year ended August 31, 2020, BMO Ultra Short Tax-Free Fund paid BMO AM an effective advisory fee of 0.17% of the Funds average daily net assets before giving effect to the fee waiver. The table below shows the contractual advisory/management fee schedule for each of the Funds, as applicable. Columbia Ultra Short Municipal Bond Funds management fee schedule will apply following completion of the Reorganization.
BMO Ultra Short Tax-Free Fund
|
Columbia Ultra Short Municipal Bond Fund (Acquiring Fund) |
|||||||||
Assets |
Fee |
Assets |
Fee | |||||||
Up to $100 million |
0.200 | % | On all assets | 0.21 | % | |||||
Greater than $100 million up to $250 million |
0.190 | % | ||||||||
Greater than $250 million up to $500 million |
0.170 | % | ||||||||
Greater than $500 million |
0.100 | % |
Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Columbia Funds Board, please refer to the Statement of Additional Information for the relevant Fund. BMO Ultra Short Tax-Free Fund and Columbia Ultra Short Municipal Bond Fund have different portfolio management teams. Section EAdditional Information Applicable to the Acquiring Funds below describes the employment history of the portfolio managers of Columbia Ultra Short Municipal Bond Fund. The Statement of Additional Information for each Fund provides additional information about portfolio manager compensation, other accounts managed and ownership of each Funds shares.
56
Comparison of Performance. The Acquiring Fund has no performance history. The Target Fund will be the accounting and performance survivor of the Reorganization. The bar charts and the performance tables below provide some indication of the risks of an investment in the Acquiring Fund by showing how the Target Funds performance has varied from year to year and by showing how the Target Funds average annual returns compared to a broad measure of market performance. The Target Funds past performance, before and after taxes, does not necessarily represent how the Acquiring Fund will perform in the future. The Acquiring Fund will be managed by a different investment adviser and therefore, the past performance of the Target Fund does not necessarily reflect how the Acquiring Fund will perform in the future. Performance information for the Acquiring Fund is not available because it has not commenced operations as of the date of the Combined Proxy Statement/Prospectus. The maximum Class A sales charge of for the Target Fund, which is normally deducted when you purchase shares, is included in the average annual total returns in the table below.
BMO Ultra Short Tax-Free Fund Class I
Best and Worst Quarterly Returns During the Periods Shown in the Bar Chart
Best |
0.58 | % | Second Quarter 2020 | |||||
Worst |
(0.06 | )% | Second Quarter 2013 | |||||
* Year-to-Date return as of June 30, 2021: 0.33% |
|
Average Annual Total Returns (for periods ended December 31, 2020)
Share Class
Inception Date |
1 Year | 5 Years | 10 Years |
Since
Inception (5/27/2014) |
||||||||||||||||
Class I |
9/30/2009 | |||||||||||||||||||
Returns before taxes |
1.25 | % | 1.29 | % | 1.19 | % | N/A | |||||||||||||
Returns after taxes on distributions |
1.25 | % | 1.28 | % | 1.18 | % | N/A | |||||||||||||
Returns after taxes on distributions and sale of Fund shares |
1.17 | % | 1.26 | % | 1.17 | % | N/A | |||||||||||||
Class A Returns before taxes |
5/27/2014 | (1.06 | )% | 0.62 | % | N/A | 0.54 | % | ||||||||||||
Blended Benchmark (consisting of 50% Bloomberg Barclays 1 Year Municipal Bond Index and 50% iMoneyNet, Inc. Money Market Fund Tax-Free National Retail Index) (reflects no deductions for fees, expenses or taxes) |
1.05 | % | 1.01 | % | 0.73 | % | 0.82 | % | ||||||||||||
Bloomberg Barclays 1 Year Municipal Bond Index (reflects no deduction for fees, expenses or taxes) |
1.76 | % | 1.43 | % | 1.16 | % | 1.20 | % | ||||||||||||
iMoneyNet, Inc. Money Market Fund Tax-Free National Retail Index (reflects deduction of fees and no deduction for sales charges or taxes) |
0.35 | % | 0.58 | % | 0.30 | % | 0.44 | % |
57
ADDITIONAL INFORMATION ABOUT THE REORGANIZATIONS
Terms of Each Reorganization. Each of the BMO Funds Board and the Columbia Funds Board has approved the Agreement. While shareholders are encouraged to review the Agreement, which has been filed with the SEC as an exhibit to the registration statement of which this Combined Proxy Statement/Prospectus is a part, the following is a summary of certain terms of the Agreement:
|
Each Reorganization is expected to occur in the fourth quarter of 2021 or the first quarter of 2022, subject to approval by applicable Target Fund shareholders, receipt of any necessary regulatory approvals and satisfaction of any other conditions to closing. However, following such approvals, each Reorganization may happen at any time agreed to by the applicable Target Fund and the applicable Acquiring Fund. |
|
Each Target Fund will transfer all of its assets to the corresponding Acquiring Fund and, in exchange, the Acquiring Fund will (a) assume (i) all liabilities and obligations of the Target Fund reflected on a Statement of Assets and Liabilities prepared as of the close of regular trading on the NYSE on the Valuation Date (as defined below) in accordance with generally accepted accounting principles consistently applied from the prior audit period, and (ii) any obligation of the Target Fund to indemnify a BMO Funds director under the Target Companys Articles of Incorporation and By-Laws, so long as such BMO Funds director shall have exercised commercially reasonable efforts to maximize recovery from the insurance coverage described in the Agreement before seeking to assert any claim against an Acquiring Fund, and (b) issue Acquisition Shares to the Target Fund. (The assumed liabilities and obligations of the Target Fund in the foregoing sentence, as defined in the Agreement, are referred to hereafter as the Target Funds Obligations.) The value of each Target Funds assets, as well as the number of Acquisition Shares to be issued to the Target Fund, will be determined in accordance with the Agreement. The Acquisition Shares to be credited to the Target Fund shall be equal in net asset value to the aggregate net asset value of the then outstanding Target Fund shares owned by Target Fund shareholders in each case as of the close of regular trading on the NYSE on the Valuation Date (as defined below). Immediately after the closing, each Target Fund will liquidate and distribute pro rata to its shareholders of record of each class of its shares the Acquisition Shares of the corresponding class received by the Target Fund. |
|
As a result, shareholders of the Target Fund will become shareholders of the Acquiring Fund. Shareholders will not incur any sales charges, redemption fee, commission or other transactional fee in connection with receiving Acquisition Shares in the Reorganization. |
|
The value of the net assets of the Target Fund and of the Acquisition Shares to be issued in a Reorganization will be computed as of the close of regular trading on the NYSE on the business day immediately preceding the closing date of such Reorganization (the Valuation Date). |
Conditions to Closing Each Reorganization. In order for a Reorganization to be completed, all closing conditions must be satisfied or waived. If shareholders approve a Reorganization but other conditions are not satisfied or waived, the Reorganization will not be completed. The completion of each Reorganization is subject to certain conditions described in the Agreement, including among others:
|
With respect to the Reorganizations of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund, at or prior to the close of regular trading on the NYSE on the Valuation Date, the Target Fund shall have declared and paid a dividend or dividends that, together with all previous dividends, shall have the effect of distributing all of the Target Funds investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income and net realized capital gains, if any, to the shareholders of the Target Fund for all taxable periods ending on or before the closing date of the Reorganization (after reduction for any available capital loss carryforwards and excluding any net capital gains on which the Target Fund paid U.S. federal income tax). |
|
The Target Fund and the Acquiring Fund will have received any approvals, consents or exemptions from the SEC or any other regulatory body necessary to carry out the Reorganization. |
|
A registration statement on Form N-14 relating to the Reorganization will have been filed with the SEC and become effective. |
|
The shareholders of the Target Fund will have approved the Agreement (and related amendment to the Target Companys articles of incorporation) by the requisite vote. |
58
|
The Target Fund and the Acquiring Fund will have received a satisfactory opinion of tax counsel to the effect that, among other things, as described in more detail below, the shareholders of the Target Fund will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their Target Fund shares for the Acquisition Shares of the Acquiring Fund in connection with the Reorganization and the Acquiring Fund will not recognize gain or loss for U.S. federal income tax purposes as a direct result of the Reorganization. |
|
Bank of Montreal and any person controlling, controlled by or under common control with the Bank of Montreal shall hold shares of each Acquiring Fund, immediately following the closing of a Reorganization, of less than 19%. If the ownership of Bank of Montreal or any person controlling, controlled by or under common control with Bank of Montreal would exceed the threshold set forth above with respect to any Target Fund as of [ ], 2021 and this closing condition is not otherwise waived, such Target Fund will not be reorganized into the corresponding Acquiring Fund, independent of the shareholder vote obtained with respect to the proposed Reorganization. Instead, the BMO Funds Board would consider alternatives to the proposed Reorganization with respect to such Target Fund. |
Termination of the Agreement. The Agreement and the transactions contemplated by it may be terminated with respect to any Reorganization by mutual agreement of the Target Company and the Acquiring Trust at any time prior to the closing thereof, or by either the Target Company or the Acquiring Trust in the event of a material breach of the Agreement by the other party or a failure of any condition precedent to the terminating partys obligations under the Agreement. In the event of a termination of a Reorganization, costs associated with that Reorganization will be borne by BMO AM and Columbia as agreed to between the parties.
U.S. Federal Income Tax Status of the Reorganizations. Each Reorganization is intended to qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). As a condition to the closing of each Reorganization, the Target Fund and the Acquiring Fund will receive an opinion from Vedder Price P.C. substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, and certain representations, qualifications and assumptions with respect to the Reorganization, for U.S. federal income tax purposes:
|
The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all of the Target Funds Obligations, immediately followed by the pro rata, by class, distribution of all the Acquisition Shares so received by the Target Fund to the Target Funds shareholders of record in complete liquidation of the Target Fund and the dissolution and termination of the Target Fund promptly thereafter, will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Code, with respect to the Reorganization. |
|
No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all of the Target Funds Obligations. |
|
No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all of the Target Funds Obligations or upon the distribution (whether actual or constructive) of the Acquisition Shares so received to the Target Funds shareholders solely in exchange for such shareholders shares of the Target Fund in complete liquidation of the Target Fund. |
|
No gain or loss will be recognized by the Target Funds shareholders upon the exchange, pursuant to the Agreement, of all their shares of the Target Fund solely for Acquisition Shares. |
|
The aggregate basis of the Acquisition Shares received by each Target Fund shareholder pursuant to the Agreement will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. |
|
The holding period of the Acquisition Shares received by each Target Fund shareholder in the Reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the effective time of the Reorganization. |
59
|
The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization. |
|
The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. |
|
The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder. |
No opinion will be expressed as to (a) the effect of a Reorganization on a Target Fund, an Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or on the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (b) any other U.S. federal tax issues (except those set forth above) and any state, local or foreign tax issues of any kind.
No private letter ruling will be sought from the Internal Revenue Service (the IRS) with respect to the U.S. federal income tax consequences of any Reorganization. Opinions of counsel are not binding upon the IRS or the courts, are not guarantees of the tax results, and do not preclude the IRS from adopting or taking a contrary position, which may be sustained by a court. If a Reorganization were consummated but the IRS or the courts determine that the Reorganization did not qualify as a tax-free reorganization under the Code, the applicable Target Fund may recognize gain or loss on the transfer of its assets to an Acquiring Fund and each shareholder of the applicable Target Fund would recognize a taxable gain or loss for U.S. federal income tax purposes equal to the difference between its tax basis in its Target Fund shares and the fair market value of the Acquisition Shares it received. Shareholders of a Target Fund should consult their tax advisers regarding the effect, if any, of the Reorganization in light of their individual circumstances.
A portion of the portfolio assets of BMO Dividend Income Fund and BMO Low Volatility Equity Fund is expected to be sold by such Target Fund prior to its Reorganization following the Reorganization of such Target Fund into Columbia Integrated Large Cap Value Fund. The actual tax effect of any such sales depends on the difference between the price at which such portfolio assets are sold and the tax basis in such assets and the holding period of such assets. Any capital gains recognized in these sales on a net basis, after reduction by any available capital loss carryforwards, will be distributed to shareholders as capital gain dividends (to the extent of net long-term capital gains over net short-term capital losses) and/or ordinary dividends (to the extent of net short-term capital gains over net long-term capital losses) during or with respect to the year of sale, and such distributions will be taxable to shareholders. The Reorganizations of BMO Dividend Income Fund, BMO Large Cap Value Fund and BMO Low Volatility Equity Fund (Large Cap Reorganizations) will end the tax year of the Target Funds, and potentially will accelerate any distributions to shareholders from each such Target Fund for its tax year ending on the date of its Reorganization. Those tax year-end distributions will be taxable and will include any undistributed net income and net capital gains resulting from portfolio turnover prior to the Reorganization.
More generally, prior to the closing of the Large Cap Reorganizations, each Target Fund will declare and pay a distribution to its shareholders, which, together with all previous distributions, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and realized net capital gains (after reduction for available capital loss carryforwards and excluding certain capital gains on which the Target Fund paid U.S. federal income tax), if any, through the closing date of the Reorganization, and may include undistributed income or gains from prior years. Even if reinvested in additional shares of the Target Fund, which would be exchanged for shares of the Columbia Integrated Large Cap Value Fund in the Reorganization, such distributions may be taxable to shareholders for U.S. federal income tax purposes, and such distributions by the Target Fund will include any undistributed net income and net capital gains resulting from portfolio turnover prior to the Reorganization.
A Funds ability to carry forward capital losses and to use them to offset future gains may be limited as a result of the Reorganizations. First, a Target Funds pre-acquisition losses (including capital loss carryforwards,
60
net current-year capital losses, and unrealized losses that exceed certain thresholds) may become unavailable to offset gains of the Acquiring Fund after the Reorganization to the extent such pre-acquisition losses exceed an annual limitation amount. Second, one Funds pre-acquisition losses may not be able to be used to offset gains in another Fund that are unrealized (built in) at the time of the Reorganization and that exceed certain thresholds (non-de minimis built-in gains) for five tax years. Third, a Target Funds capital loss carryforwards, as limited under the previous two rules, may be permitted to offset only that portion of the capital gains of the Acquiring Fund for the taxable year of the Reorganization that is equal to the portion of the Acquiring Funds taxable year that follows the date of the Reorganization (prorated according to number of days). Therefore, in certain circumstances, shareholders of a Fund may pay U.S. federal income tax sooner, or pay more U.S. federal income tax, than they would have had the Reorganization not occurred.
In the case of the Large Cap Reorganizations, any gain the Acquiring Fund realizes after its Reorganizations, including any built-in gain in the portfolio investments of the corresponding Target Funds (including gains resulting from the repositioning, if any, by the Acquiring Fund of a Target Funds investment portfolio) that was unrealized at the time of the Reorganizations, may result in taxable distributions to shareholders holding shares of the Acquiring Fund (including former shareholders of such Target Funds who hold shares of the Acquiring Fund following the Reorganizations). As a result, shareholders of each Target Fund involved in the Large Cap Reorganizations may receive a greater amount of taxable distributions than they would have had its Reorganization not occurred. In addition, in the case of the Large Cap Reorganizations, any pre-acquisition losses of a Target Fund remaining after the operation of the limitation rules described above will become available to offset capital gains realized by the Acquiring Fund after the Reorganizations and thus may reduce subsequent capital gain distributions to a broader group of shareholders than would have been the case absent such Target Funds Reorganization, such that the benefit of those losses to such Target Funds shareholders may be further reduced relative to what the benefit would have been had the Reorganization not occurred.
When the above loss limitation rules apply, the realized and unrealized gains and losses of each Fund at the time of its Reorganization(s) will determine the extent to which the combining Funds respective losses will be available to reduce gains realized by the Acquiring Fund following the Reorganization(s), and consequently the extent to which the Acquiring Fund may be required to distribute gains to its shareholders earlier or in greater amounts than would have been the case absent the Reorganization(s). The effect of the rules described above will depend on the relative sizes of, and the losses and gains (both realized and unrealized) in, each Fund at the time of its respective Reorganization(s) and thus cannot be calculated precisely prior to the Reorganizations.
As of April 30, 2021, each of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund had net unrealized gains as follows:
Fund |
Net Unrealized Gain | |||
BMO Dividend Income Fund |
$ | 94,065,986 | ||
BMO Large-Cap Value Fund |
$ | 93,993,510 | ||
BMO Low Volatility Equity Fund |
$ | 45,604,785 |
As of April 30, 2021, each of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund had capital loss carryforwards as follows:
Fund |
Total Capital Loss
Carryforwards |
|||
BMO Dividend Income Fund |
$ | 3,126,142 | ||
BMO Large-Cap Value Fund |
| |||
BMO Low Volatility Equity Fund |
|
61
Capitalization. The following tables show the capitalization of each Target Fund as of the date indicated and each corresponding Acquiring Fund on a pro forma basis, assuming the proposed Reorganizations had taken place as of the dates indicated.
Proposals 1-3: Reorganizations of (1) BMO Dividend Income Fund, (2) BMO Large-Cap Value Fund and (3) BMO Low Volatility Equity Fund into Columbia Integrated Large Cap Value Fund as of February 28, 2021
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
BMO Dividend Income Fund (Target Fund) |
||||||||||||
Class A |
$ | 9,626,097 | $ | 16.20 | 594,368 | |||||||
Class I |
$ | 269,485,836 | $ | 16.14 | 16,698,930 | |||||||
|
|
|
|
|||||||||
Total |
$ | 279,111,933 | 17,293,298 | |||||||||
|
|
|
|
|||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Dividend Income Fund Only)(1) |
||||||||||||
Class A |
$ | 9,626,097 | $ | 16.41 | 586,599 | |||||||
Class Adv |
$ | 269,485,836 | $ | 16.43 | 16,402,059 | |||||||
|
|
|
|
|||||||||
Total |
$ | 279,111,933 | 16,988,658 | |||||||||
|
|
|
|
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
BMO Large-Cap Value Fund (Target Fund) |
||||||||||||
Class A |
$ | 16,561,071 | $ | 16.41 | 1,009,285 | |||||||
Class I |
$ | 245,022,784 | $ | 16.43 | 14,917,171 | |||||||
Class R6 |
$ | 37,867,869 | $ | 16.45 | 2,301,571 | |||||||
|
|
|
|
|||||||||
Total |
$ | 299,451,724 | 18,228,027 | |||||||||
|
|
|
|
|||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Large-Cap Value Fund Only)(1) |
||||||||||||
Class A |
$ | 16,561,071 | $ | 16.41 | 1,009,285 | |||||||
Class Adv |
$ | 245,022,784 | $ | 16.43 | 14,917,171 | |||||||
Class Inst3 |
$ | 37,867,869 | $ | 16.45 | 2,301,571 | |||||||
|
|
|
|
|||||||||
Total |
$ | 299,451,724 | 18,228,027 | |||||||||
|
|
|
|
|||||||||
BMO Low Volatility Equity Fund (Target Fund) |
||||||||||||
Class A |
$ | 25,494,590 | $ | 14.90 | 1,711,228 | |||||||
Class I |
$ | 197,070,769 | $ | 14.96 | 13,176,024 | |||||||
|
|
|
|
|||||||||
Total |
$ | 222,565,359 | 14,887,252 | |||||||||
|
|
|
|
|||||||||
Columbia Integrated Large Cap Value Fund (Pro Forma BMO Low Volatility Equity Fund Only)(1) |
||||||||||||
Class A |
$ | 25,494,590 | $ | 16.41 | 1,553,601 | |||||||
Class Adv |
$ | 197,070,769 | $ | 16.43 | 11,994,569 | |||||||
|
|
|
|
|||||||||
Total |
$ | 222,565,359 | 13,548,170 | |||||||||
|
|
|
|
62
Columbia Integrated Large Cap Value Fund
|
||||||||||||
Class A |
$ | 51,681,758 | $ | 16.41 | 3,149,485 | |||||||
Class Adv |
$ | 711,579,389 | $ | 16.43 | 43,313,799 | |||||||
Class Inst3 |
$ | 37,867,869 | $ | 16.45 | 2,301,998 | |||||||
|
|
|
|
|||||||||
Total |
$ | 801,129,016 | 48,765,283 | |||||||||
|
|
|
|
1 |
Assumes the Reorganizations were consummated on February 28, 2021 and is for information purposes only. No assurance can be given as to how many shares of Columbia Integrated Large Cap Value Fund will be received by the shareholders of BMO Dividend Income Fund, BMO Large-Cap Value Fund or BMO Low Volatility Equity Fund on the date each such Funds Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Columbia Integrated Large Cap Value Fund that actually will be received on or after such date. The initial net asset value of each class of shares of Columbia Integrated Large Cap Value Fund will equal the net asset value of BMO Large-Cap Value Fund as of the Valuation Date. All calculations as of the Valuation Date are based on valuation policies of the Acquiring Fund, which differ in some respects from those of the Target Funds. |
2 |
Assumes the Reorganizations were consummated on February 28, 2021 and is for information purposes only. No assurance can be given as to how many shares of Columbia Integrated Large Cap Value Fund will be received by the shareholders of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund on the date the Reorganizations take place, and the foregoing should not be relied upon to reflect the number of shares of Columbia Integrated Large Cap Value Fund that actually will be received on or after such date. |
Proposal 4: Reorganization of BMO Large-Cap Growth Fund into Columbia Integrated Large Cap Growth Fund as of February 28, 2021
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
BMO Large-Cap Growth Fund
|
||||||||||||
Class A |
$ | 997,389 | $ | 22.38 | 44,557 | |||||||
Class I |
$ | 115,980,240 | $ | 22.67 | 5,115,731 | |||||||
Class R6 |
$ | 288,881,988 | $ | 22.73 | 12,711,447 | |||||||
Class Y |
$ | 66,459,186 | $ | 22.42 | 2,964,253 | |||||||
|
|
|
|
|||||||||
Total |
$ | 475,318,803 | 20,835,988 | |||||||||
|
|
|
|
|||||||||
Columbia Integrated Large Cap Growth Fund
|
||||||||||||
Class A |
$ | 67,456,575 | $ | 22.38 | 3,014,136 | |||||||
Class Adv |
$ | 115,980,240 | $ | 22.67 | 5,115,731 | |||||||
Class Inst3 |
$ | 288,881,988 | $ | 22.73 | 12,711,447 | |||||||
|
|
|
|
|||||||||
Total |
$ | 472,318,803 | 20,841,314 | |||||||||
|
|
|
|
1 |
Assumes the Reorganization was consummated on February 28, 2021 and is for information purposes only. No assurance can be given as to how many shares of Columbia Integrated Large Cap Growth Fund will be received by the shareholders of BMO Large-Cap Growth Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Columbia Integrated Large Cap Growth Fund that actually will be received on or after such date. The initial net asset value of each class of shares of Columbia Integrated Large Cap Growth Fund will equal the net asset value of BMO Large-Cap Growth Fund as of the Valuation Date. All calculations as of the Valuation Date are based on valuation policies of the Acquiring Fund, which differ in some respects from those of the Target Fund. |
Proposal 5: Reorganization of BMO Small-Cap Growth Fund into Columbia Integrated Small Cap Growth Fund as of February 28, 2021
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
BMO Small-Cap Growth Fund
|
||||||||||||
Class A |
$ | 34,164,256 | $ | 22.22 | 1,537,545 | |||||||
Class I |
$ | 83,107,577 | $ | 23.52 | 3,533,663 | |||||||
|
|
|
|
|||||||||
Total |
$ | 117,271,833 | 5,071,208 | |||||||||
|
|
|
|
63
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
Columbia Integrated Small Cap Growth Fund
|
||||||||||||
Class A |
$ | 34,164,256 | $ | 22.22 | 1,537,545 | |||||||
Class Adv |
$ | 83,107,577 | $ | 23.52 | 3,533,663 | |||||||
|
|
|
|
|||||||||
Total |
$ | 117,271,833 | 5,071,208 | |||||||||
|
|
|
|
1 |
Assumes the Reorganization was consummated on February 28, 2021 and is for information purposes only. No assurance can be given as to how many shares of Columbia Integrated Small Cap Growth Fund will be received by the shareholders of BMO Small-Cap Growth Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Columbia Integrated Small Cap Growth Fund that actually will be received on or after such date. The initial net asset value of each class of shares of Columbia Integrated Small Cap Growth Fund will equal the net asset value of BMO Small-Cap Growth Fund as of the Valuation Date. All calculations as of the Valuation Date are based on valuation policies of the Acquiring Fund, which differ in some respects from those of the Target Fund. |
Proposal 6: Reorganization of BMO Pyrford International Stock Fund into Columbia Pyrford International Stock Fund as of February 28, 2021
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
BMO Pyrford International Stock Fund
|
||||||||||||
Class A |
$ | 1,757,930 | $ | 14.11 | 124,602 | |||||||
Class I |
$ | 493,046,497 | $ | 13.78 | 35,775,496 | |||||||
Class R6 |
$ | 248,464,480 | $ | 13.79 | 18,018,769 | |||||||
|
|
|
|
|||||||||
Total |
$ | 743,268,907 | 53,918,867 | |||||||||
|
|
|
|
|||||||||
Columbia Pyrford International Stock Fund
|
||||||||||||
Class A |
$ | 1,757,930 | $ | 14.11 | 124,602 | |||||||
Class Adv |
$ | 493,046,497 | $ | 13.78 | 35,775,496 | |||||||
Class Inst3 |
$ | 248,464,480 | $ | 13.79 | 18,018,769 | |||||||
|
|
|
|
|||||||||
Total |
$ | 743,268,907 | 53,918,867 | |||||||||
|
|
|
|
1 |
Assumes the Reorganization was consummated on February 28, 2021 and is for information purposes only. No assurance can be given as to how many shares of Columbia Pyrford International Stock Fund will be received by the shareholders of BMO Pyrford International Stock Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Columbia Pyrford International Stock Fund that actually will be received on or after such date. The initial net asset value of each class of shares of Columbia Pyrford International Stock Fund will equal the net asset value of BMO Pyrford International Stock Fund as of the Valuation Date. All calculations as of the Valuation Date are based on valuation policies of the Acquiring Fund, which differ in some respects from those of the Target Fund. |
Proposal 7: Reorganization of BMO Ultra Short Tax-Free Fund into Columbia Ultra Short Municipal Bond Fund as of February 28, 2021
Fund |
Net Assets |
Net Asset Value
Per Share |
Shares
Outstanding |
|||||||||
BMO Ultra Short Tax-Free Fund
|
||||||||||||
Class A |
$ | 12,849,875 | $ | 10.11 | 1,270,896 | |||||||
Class I |
$ | 547,093,473 | $ | 10.10 | 54,161,356 | |||||||
|
|
|
|
|||||||||
Total |
$ | 559,943,348 | 55,432,252 | |||||||||
|
|
|
|
|||||||||
Columbia Ultra Short Municipal Bond Fund
|
||||||||||||
Class A |
$ | 12,849,875 | $ | 10.11 | 1,270,896 | |||||||
Class Adv |
$ | 547,093,473 | $ | 10.10 | 54,161,356 | |||||||
|
|
|
|
|||||||||
Total |
$ | 559,943,348 | 55,432,252 | |||||||||
|
|
|
|
1 |
Assumes the Reorganization was consummated on February 28, 2021 and is for information purposes only. No assurance can be given as to how many shares of Columbia Ultra Short Municipal Bond Fund will be received by the shareholders of BMO Ultra Short Tax-Free Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Columbia Ultra Short Municipal Bond Fund that actually will be received on or after such date. The initial net asset value of each class of shares of Columbia Ultra Short Municipal Bond Fund will equal the net asset value of BMO Ultra Short Tax-Free Fund as of the Valuation Date. All calculations as of the Valuation Date are based on valuation policies of the Acquiring Fund, which differ in some respects from those of the Target Fund. |
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For Information regarding the principal shareholders for each Acquiring Fund and Target Fund, see Exhibit A Principal Shareholders.
Board Considerations. The BMO Funds Board considered and discussed the Reorganizations with representatives of BMO AM and Columbia at meetings held on May 11-12, June 2, July 14 (the July Meeting), and August 9-11, 2021 (the August Meeting and, collectively, the BMO Funds Board Meetings), and approved the Reorganizations at the August Meeting, subject to the approval of each Target Funds shareholders.
At the August Meeting, BMO AM recommended that the BMO Funds Board approve the Reorganizations. The BMO Funds Board considered that BMO AM proposed the Reorganizations following a decision to exit the mutual fund advisory business in the United States, subsequent to which BMO AM considered options for each Target Fund and ultimately proposed transitioning investment advisory responsibilities for the Target Funds to Columbia to ensure, among other things, that shareholders of the Target Funds have continued access to a large and stable mutual fund platform. The BMO Funds Board also considered that BMO AM believes, in the absence of the Reorganizations, an alternative would be to seek approval of the BMO Funds Board for the liquidation of the Target Funds. BMO AM added that, if a Target Fund were to liquidate, it is expected that such liquidation would result in the recognition of gain or loss by the Target Fund and their shareholders. In contrast, each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
In considering and approving the Reorganizations, the BMO Funds Board reviewed the proposed Reorganizations from the point of view of the interests of the Target Funds and their respective shareholders and discussed the future of the Target Funds and the potential advantages of reorganizing the Target Funds into the Acquiring Funds. Among other things, the BMO Funds Board reviewed the overall proposals for the Reorganizations, the principal terms and conditions of the Agreements, including that each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes, the recommendation from BMO AM, and certain other materials and information provided prior to and during the BMO Funds Board Meetings, including in response to due diligence requests by the independent Directors of the BMO Funds Board. In considering the proposed Reorganizations, the BMO Funds Board considered the following significant factors, among others and in no order of priority:
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each Reorganization was recommended by BMO AM as the investment advisor to the Target Funds; |
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BMO AMs decision to exit the mutual fund advisory business in the United States; |
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Columbias experience and expertise in providing investment advisory services with respect to the investment strategies to be employed for the Acquiring Funds, including the capabilities of Columbias portfolio management teams and other investment personnel (which are expected to include certain BMO AM investment personnel after the Reorganizations); |
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Composite and/or comparable performance history provided by Columbia for the investment strategies to be employed for the Acquiring Funds relative to relevant benchmark(s) and peer group(s), as well as compared to the relevant performance history of each corresponding Target Fund; |
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the terms and conditions of the Reorganizations; |
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the proposed share class arrangements for each Acquiring Fund, including the cost structure and other features, as compared to the relevant share classes of each Target Fund; |
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the similarities of the investment objectives, policies and strategies of each Acquiring Fund to its corresponding Target Fund; |
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various projected investment portfolio information and attributes for each Acquiring Fund as compared to its corresponding Target Fund; |
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the similarities of the benchmarks and Morningstar and Lipper categories of each Acquiring Fund as compared to its corresponding Target Fund; |
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the management and administrative fees of each Target Fund as compared to the management fees of its corresponding Acquiring Fund; |
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the total annual fund operating expenses and total net annual fund operating expenses (after waivers and/or reimbursements) of each Target Fund as compared to such expenses of its corresponding Acquiring Fund on a pro forma basis, after giving effect to the proposed Reorganization for that Acquiring Fund; |
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Columbias approach to Acquiring Fund expense limitation arrangements to generally cap annual net operating expenses of each Fund at or strategically below the third quintile of a competitive expense universe; |
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Columbias contractual agreement to waive fees and/or to reimburse expenses (excluding certain costs and expenses) to cap the annual net operating expenses of each Acquiring Fund until at least December 31, 2023; |
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the service provider arrangements for the Acquiring Funds, including the expense structure, as well as the distribution capabilities of Columbia and its affiliates; |
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the anticipated corporate governance of the Acquiring Funds, including the qualifications and experience of the Columbia Funds Board; |
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the anticipated repositioning of Target Fund portfolio assets in light of the investment strategies to be employed for the Acquiring Funds, considering that BMO AM will bear brokerage commissions and transaction fees in connection with such repositioning; |
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the relative size of each Acquiring Fund as compared to its corresponding Target Fund, as applicable; |
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BMO AMs belief that, in the absence of the Reorganizations, it would likely recommend that the BMO Funds Board approve the liquidation of the Target Funds; |
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Reorganization costs will be allocated among BMO AM, Columbia and their affiliates and the Target Funds will not bear the cost of the Reorganizations; |
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each Reorganization is expected to constitute a reorganization within the meaning of Section 368(a) of the Code and the Target Funds are generally not expected to recognize gain or loss for U.S. federal income tax purposes in the Reorganizations; |
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as applicable, the tax consequences of the Reorganizations (including the repositioning of Target Fund portfolio assets prior to its Reorganization as applicable), including an analysis provided to the BMO Funds Board of certain estimated tax costs that Target Fund shareholders who do not hold their shares in retirement or other tax-advantaged accounts might experience, the potential limitation(s) on the use of capital loss carryforwards and estimated differences in unrealized gains or losses, as applicable, and estimated differences in taxable distributions as a result of the Reorganizations; and |
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Target Fund shareholders will be issued shares of the corresponding Acquiring Fund that are equal in aggregate net asset value to the shares of the Target Fund that those shareholders held immediately prior to the effective time of the Reorganization. |
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The BMO Funds Board also noted BMO AMs explanation that it considered recommending to the Board possible alternatives to the Reorganizations and weighed the benefits of such alternatives, including the liquidation of one or more Target Funds and the viability of maintaining a Target Fund in its current state of operations if a Reorganization were not approved by such Funds shareholders. In considering the alternative of liquidating the Target Funds and the potential tax consequences to shareholders, the BMO Funds Board noted that: (1) shareholders not wishing to become shareholders of the Acquiring Funds following the Reorganizations could redeem their shares of the Target Fund(s) without penalty (however, redeeming shareholders will recognize a taxable gain or loss for U.S. federal income tax purposes based on the difference between the shareholders tax basis in the shares and the amount the shareholder receives for them); and (2) the Reorganizations would allow shareholders of a Target Fund who wished to retain their investment after the Reorganization to do so in a registered mutual fund with similar investment objectives and strategies. With regard to maintaining the Target Funds in their current state of operations if a Reorganization was not approved, the BMO Funds Board determined that was not a viable option given BMO AMs decision to exit the mutual fund advisory business in the United States.
After consideration of these and other factors it deemed appropriate, the BMO Funds Board determined that the Reorganization of each Target Fund as proposed by BMO AM is in the best interests of the Target Fund and its respective shareholders and that the interests of the existing shareholders of the Target Funds will not be diluted as a result of the Reorganizations. The BMO Funds Board, including those BMO Funds Board members who are not interested persons of the Target Company, as defined in the 1940 Act, unanimously approved the Reorganization of each Target Fund, subject to approval of each Target Funds shareholders.
THE BMO FUNDS BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH REORGANIZATION PROPOSAL.
SECTION B PROPOSAL 8APPROVE AN ADVISORY AGREEMENT
Certain investment personnel of BMO AM, including investment personnel currently managing the BMO Equity Funds, are expected to become employees of Columbia and may do so prior to the closing of the Reorganizations.
In order to maintain continuity of portfolio management for the BMO Equity Funds, at the August Meeting, the BMO Funds Board including the Board Members who are not parties to any advisory agreement or sub-advisory agreement entered into by BMO AM with respect to the Funds or who are not otherwise interested persons (as defined in the 1940 Act) of the BMO Equity Funds, BMO AM or any sub-adviser (the Independent Board Members), unanimously agreed to approve the termination of the existing advisory agreement between the Target Company, on behalf of the BMO Equity Funds, and BMO AM, and approve the appointment of Columbia as the adviser to each BMO Equity Fund on an interim basis pursuant to an interim advisory agreement (each, an Interim Advisory Agreement) with respect to each of the BMO Equity Funds (for the purposes of this Proposal, each a Fund and collectively, the Funds) as permitted by Rule 15a-4 under the 1940 Act. The termination of BMO AM and appointment of Columbia as adviser with respect to such Funds pursuant to the Interim Advisory Agreement will take effect for a Fund only upon the determination of the BMO Funds Board, in its discretion, that the appointment of Columbia as investment adviser to replace BMO AM is necessary to ensure the continuous portfolio management of a Fund, i.e., where the key portfolio management personnel serving such Fund have joined or will be joining Columbia prior to the closing of the Reorganizations. Each Interim Advisory Agreement will take effect only if this Proposal has not been approved and the Reorganization of a Fund has not been consummated prior to the transition of investment personnel to Columbia. Each Interim Advisory Agreement will continue with respect to a Fund until the earliest of (1) 150 days after the effective date of the Interim Advisory Agreement, (2) the approval of this Proposal for the Fund, (3) the closing of the Funds Reorganization, or (4) the termination of the Interim Advisory Agreement by the BMO Funds Board or the vote of a majority of the outstanding voting securities of the Fund.
At the August Meeting, the Board, including the Independent Board Members, also unanimously approved the appointment of Columbia as the adviser to each Fund pursuant to new advisory agreements between the Target Company, with respect to each Fund, and Columbia (each, a Proposed Advisory Agreement) and unanimously recommended approval of the Proposed Advisory Agreements by the shareholders of the respective Funds. The Independent Board Members determined that the Proposed Advisory Agreements would allow for continuity of management of the Funds during the period from shareholder approval of a Reorganization until the closing of the Reorganization or in the event a Reorganization is not approved by shareholders prior to the termination of the Interim Advisory Agreements.
The Proposed Advisory Agreements
Shareholders of each Fund are being asked to approve a new Proposed Advisory Agreement with Columbia which would take effect only if deemed necessary by the BMO Fund Board to ensure the continuous portfolio management of a BMO Equity Fund prior to the close of its Reorganization. As further described below under
66
Board Considerations Regarding Approval of the Proposed Advisory Agreements, the Board concluded that the terms of the Proposed Advisory Agreements are fair and reasonable and that Columbias fees are reasonable in light of the services to be provided to the Funds.
If shareholders of a Fund do not approve the Proposed Advisory Agreement, Columbia could serve as adviser to the Fund for up to 150 days following the effective date of the Interim Advisory Agreement. The fees paid under such Interim Advisory Agreements will be the same as the fees paid under each Funds Advisory Agreement with BMO AM (each a Current Advisory Agreement). The fees paid under the Interim Advisory Agreements will be held in escrow and will be paid to Columbia only if shareholders approve this Proposal. If shareholders of a Fund do not approve this Proposal, Columbia will be entitled to receive the lesser of its costs incurred in performing the services under the Funds Interim Advisory Agreement (plus interest) and the total fees held in escrow pursuant to the Interim Advisory Agreement.
Each Current Advisory Agreement was last approved for continuance by the BMO Funds Board, including a majority of the Independent Board Members, at the August Meeting. The date on which each Funds Current Advisory Agreement was last approved by shareholders is provided in Exhibit E.
Information about the fee rates payable under each Funds Current Advisory Agreement and Proposed Advisory Agreement is provided in Exhibit H. Amounts paid by each Fund to BMO AM, or to an affiliate of BMO AM, during the Funds last fiscal year are set forth in Exhibit I.
Description of the Proposed and Current Advisory Agreements
The scope of services to be provided by Columbia under each Proposed Advisory Agreement is substantially the same as that provided by BMO AM under each Current Advisory Agreement. In this regard, the overall terms of each Proposed Advisory Agreement are substantially the same as those of each Current Advisory Agreement, and the fee rates are identical. Each Proposed Advisory Agreement, however, will have a new effective date, provide for a two-year initial term, identify Columbia as the new adviser, be governed by Massachusetts law instead of Wisconsin law and include wording and other changes as described below. The form of Proposed Advisory Agreement is provided in Exhibit F to this Combined Proxy Statement/Prospectus. As noted above, Columbias appointment as adviser with respect to such Funds pursuant to the Proposed Advisory Agreement will take effect only to ensure the continuous portfolio management of a Fund prior to the close of the Reorganizations. Shareholders are encouraged to refer to Exhibit F. The Proposed Advisory Agreements and Current Advisory Agreements are sometimes referred to in this section as the Agreements.
Advisory Services. Notwithstanding some differences in the specific language used to describe the services provided, the advisory services to be provided by Columbia under the Proposed Advisory Agreements are substantially the same as those services provided by BMO AM under the Current Advisory Agreements. In this regard, both the Proposed Advisory Agreements and the Current Advisory Agreements generally provide that, subject to oversight of the Board, the adviser agrees to provide a continuous investment program for each Fund, including investment research and management of the investment and reinvestment of the assets of each Fund. The adviser shall determine the securities and other investments to be purchased, retained, sold or exchanged under each Funds investment program, and shall implement such decisions in accordance with and subject to such Funds applicable investment objectives, policies and limitations.
Under each Agreement, the adviser will select, monitor and place orders with or through brokers or dealers and seek best execution of portfolio securities transactions. In addition, under each Agreement, the adviser may cause a Fund to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the adviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received.
Each of the Agreements permits the use of subadvisers. Each Agreement provides that, subject to the Boards approval and at its own expense, the adviser may select one or more subadvisers to provide day-to-day portfolio management with respect to all or a portion of the assets of any of the Funds and to allocate and reallocate the assets of a Fund between and among any subadvisers so selected.
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Both the Proposed Advisory Agreements and the Current Advisory Agreements for the Funds contemplate that the adviser will exercise voting rights, rights to consent to corporate action and any other rights pertaining to a Funds securities subject to such direction as the Board may provide.
Each of the Agreements generally requires that all information provided by the Fund to the adviser and vice versa be treated as confidential and non-disclosable to third parties except under limited circumstances. Each of the Agreements generally requires books and records to be maintained by the adviser on behalf of the Fund.
Administrative Services. Each of the Funds has entered into a separate administrative services agreement with BMO AM to provide general administrative services to the Funds. The administrative services agreement provides that BMO AM will provide facilities, equipment, and personnel to carry out certain administrative services for operation of the business and affairs of the Fund. BMO AMs administrative services agreement with each Fund will be unaffected by the Proposed Advisory Agreements.
Fees. There is no change in the advisory fee rates between the Current and Proposed Advisory Agreements. Under the Current and Proposed Advisory Agreements, each Fund pays the adviser a fee, accrued daily and paid monthly as full compensation for the advisers services based on a percentage of a Funds aggregate daily net assets. However, the fees paid under the Interim Advisory Agreements will be held in escrow and will be paid to Columbia only if shareholders approve this Proposal. If shareholders do not approve this Proposal, Columbia will be entitled to receive the lesser of its costs incurred in performing the services under the Interim Advisory Agreements and the total fees held in escrow pursuant to the Interim Advisory Agreements.
The management and other fee waiver arrangements currently in place for the Funds will continue for at least their current durations, as set forth in their current prospectuses. Voluntary waiver arrangements may be revised or discontinued at any time.
Payment of Expenses. The Current and Proposed Advisory Agreements require the adviser to bear all expenses, and furnish all necessary services, facilities and personnel, in connection with its responsibilities under the Agreements. Under the Agreements, the adviser is not responsible for a Funds expenses and each Fund pays or causes to be paid all of the Funds expenses and the Funds allocable share of expenses, including, without limitation: the expenses of organizing a Fund and continuing its existence; fees and expenses of directors and officers of the Fund; fees for investment advisory services and administrative personnel and services; distribution fees; fees and expenses of preparing and filing the Funds registration statements and qualifying the Fund and shares of the Fund under federal and state laws and regulations; expenses of preparing, printing and distributing prospectuses and statements of additional information (and any amendments thereto) and shareholder reports; interest expense, taxes, fees and commissions of every kind; expenses in connection with the issue, purchase, repurchase and redemption of shares, including expenses attributable to a program of periodic issue; expenses in connection with the purchase or sale of the Funds securities and other investments; loan commitment fees; charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, independent pricing vendors and registrars; printing and mailing costs, auditing, accounting and legal expenses; reports to governmental officers and commissions; expenses of meetings of directors and shareholders and proxy solicitations therefor; fidelity bond and other insurance expenses; association membership dues; and such nonrecurring items as may arise, including all losses and liabilities incurred in administering the Fund. A Fund will also pay its allocable share of such extraordinary expenses as may arise, including expenses incurred in connection with litigation, proceedings, and claims and the legal obligations of the Fund to indemnify its officers, directors, employees, distributors and agents with respect thereto.
Limits of Liability. Under the Current and Proposed Advisory Agreements, and subject to the federal securities laws and state law, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of the obligations or duties under the Agreements on the part of the adviser, the adviser shall not be liable to the Fund or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security or other investment of a Fund.
Governing Law. Each Current Advisory Agreement states that the agreement will be construed in accordance with and governed by the internal laws of the State of Wisconsin. Each Proposed Advisory Agreement states that the agreement will be construed in accordance with and governed by the internal laws of the Commonwealth of Massachusetts.
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Duration and Termination. The Proposed Advisory Agreements provide for an initial term of two years from their effective dates and, as required by the 1940 Act, will continue from year to year, until terminated by either party, only if specifically approved by (a) a vote of the majority of the outstanding shares of the Fund or by the vote of a majority of the Board and (b) by the vote of a majority of the Board members who are not interested persons as set forth under the 1940 Act and who are not parties to the agreement. The Current Advisory Agreements have identical provisions, but their initial two-year terms have already passed and, accordingly, they are renewable on an annual basis at this point in time. Both the Proposed Advisory Agreements and the Current Advisory Agreements state that the agreement will terminate automatically in the event of its assignment as defined under the 1940 Act, unless otherwise permitted by exemptive orders granted by the SEC exempting such assignments from the provisions of the 1940 Act requiring such termination.
Under each Current and Proposed Advisory Agreement, the adviser may terminate the agreement upon 60 days written notice to the other party. Each Current and Proposed Advisory Agreement may also be terminated by the Target Company with respect to a Fund, by vote of the Board or by vote of a majority of outstanding voting securities, upon 60 days written notice to the other parties to the agreement.
Board Considerations Regarding Approval of the Proposed Advisory Agreements
At the August Meeting, the BMO Funds Board, including the Independent Board Members, considered the approval of the Proposed Advisory Agreements. In considering the Proposed Advisory Agreements, the BMO Funds Board met with management of BMO AM and Columbia at the various BMO Funds Board Meetings to discuss Columbias investment management capabilities and processes, the resources of Columbias global research platform across asset classes, and the operations of Columbias proprietary mutual fund complex. The BMO Funds Board considered that certain investment personnel of BMO AM, including investment personnel currently managing the Funds (collectively, the Disciplined Equity Team), are expected to become employees of Columbia and may do so prior to the closing of the Reorganizations. The BMO Funds Board considered that the Proposed Advisory Agreements would allow for continuity of investment management of the Funds during the period from shareholder approval of a Reorganization until the closing of the Reorganization or in the event a Reorganization is not approved by shareholders prior to the termination of the Interim Advisory Agreements.
With respect to the Disciplined Equity Team, the BMO Funds Board considered the information furnished and discussed throughout the year at regularly scheduled BMO Funds Board meetings, as applicable, as well as the information provided specifically in relation to the annual consideration of the approval of the continuation of the advisory agreement with BMO AM in response to requests of the Independent Board Members and their independent legal counsel, which occurred at the July and August Meetings. The BMO Funds Board approved the continuation of the investment advisory agreement between the Target Corporation and BMO AM, on behalf of each Fund, at the August Meeting. Information furnished included, among other things, presentations given by the portfolio managers of the Funds (including the Disciplined Equity Team, as applicable) on each Funds investment strategies, risks, absolute performance, and comparative performance of each Fund against its benchmark indices. The BMO Funds Board also considered the information provided specifically in relation to its consideration of the approval of the Proposed Advisory Agreements, including as requested by the Independent Board Members and their independent legal counsel. In addition to evaluating, among other things, the written information provided by BMO AM and Columbia, the BMO Funds Board also considered the answers to questions posed by the Board to representatives of BMO AM (including the Disciplined Equity Team) and Columbia at various meetings and took into account their accumulated experience in working with the Disciplined Equity Team on matters related to the Funds. The Independent Directors also met separately in executive sessions with their independent legal counsel to review and consider the information provided regarding the Proposed Advisory Agreements.
In considering the Proposed Advisory Agreements, the BMO Funds Board and Columbia also discussed the objectives and principal investment strategies of the Funds; the capabilities of Columbias investment teams and the Disciplined Equity Team, including the portfolio management teams experience and its investment approach and process. The BMO Funds Board also discussed and considered the nature and quality of services to be provided by the investment teams, as well as the fees and expenses to be charged to the Funds. The BMO Funds Board, including the Independent Board Members, was satisfied with the capabilities of Columbia and the investment teams to adequately provide investment management services to the Funds, and the relative fees and expenses.
Based on their review, the Independent Board Members and the full BMO Funds Board concluded that it was in the best interests of the Funds to approve the Proposed Advisory Agreements. In reaching its decision, the BMO Funds Board considered materials relevant to its review of the Proposed Advisory Agreements, including copies of the Proposed Advisory Agreements; the fees proposed to be paid to Columbia; information regarding the Funds investment strategies and operations; information regarding Columbias financial condition (including the financial strength of the ultimate parent company of Columbia), personnel, compliance program and operations; and other information provided. The BMO Funds Board also considered Columbias (and its parent companys) commitment, financial and otherwise, to the asset management business and to the Funds. Although the Proposed Advisory Agreements for all of the Funds were considered at the same BMO Funds Board meeting, the Board considered each Fund separately. In their deliberations, the BMO Funds Board did not identify any single factor or group of factors as all-important or controlling but considered all factors together. The material factors and conclusions that formed the basis for the BMO Fund Boards determinations are discussed below.
In evaluating the nature, extent and quality of the services to be provided by Columbia (including the Disciplined Equity Team), the BMO Funds Board reviewed information describing the financial strength, experience, resources and key personnel of Columbia, including the personnel who would provide investment management services to each of the Funds. The BMO Funds Board noted Columbia and the Disciplined Equity Teams experience in managing the strategies employed for the Funds and Columbias compliance program as it relates to the investment management services to be provided to the Funds. The BMO Funds Board considered the other services provided by Columbia under the Proposed Advisory Agreements, including selecting broker-dealers for execution of portfolio transactions; monitoring adherence to each of the Funds investment restrictions; and assisting with portfolio compliance with securities laws, regulations, policies and procedures.
Although Columbia was a newly proposed investment adviser for each of the Funds, the BMO Funds Board considered that the Proposed Advisory Agreements were intended to allow for continuity of investment management of the Funds, and the Board reviewed historical performance data for the Funds as managed by the Disciplined Equity Team and determined that it was generally satisfied with the performance of each of the Funds. Based upon this review, the BMO Funds Board concluded that the nature, quality and extent of the services to be provided to each of the Funds by Columbia (including the Disciplined Equity Team) are expected to be satisfactory.
The BMO Funds Board also considered the proposed fees payable by each of the Funds under the Proposed Advisory Agreements, including the extent to which economies of scale are realized as each of the Funds grow. The BMO Funds Board considered that there is no change in the advisory fee rates between the Current and Proposed Advisory Agreements and that Columbias compensation would be reduced proportionately along with any advisory fee reductions as a result of any future advisory breakpoints. The BMO Funds Board concluded that, taking into account all of the information reviewed, the advisory fee to be paid to Columbia with respect to each of the Funds was reasonable in light of the services to be provided by Columbia and the Disciplined Equity Team to each of the BMO Equity Funds. In addition, the Board viewed favorably that the management and other fee waiver arrangements currently in place for the Funds will continue for at least their current durations, as set forth in their current prospectuses.
The BMO Funds Board considered other benefits that may be realized by Columbia and its affiliates from their relationship with the Funds, including the opportunity to provide investment management services to each of the Funds and reputational benefits.
Information Regarding Columbia
Columbia is registered as an investment adviser under the Investment Advisers Act of 1940. Columbia offers a full spectrum of investment products to domestic and international retail, business and institutional investors. As of June 30, 2021, Columbia had approximately $426 billion in assets under management and managed 170 registered funds. Columbias principal offices are located at 290 Congress Street, Boston, Massachusetts 02210. For further information regarding Columbia, see Exhibit C.
Affiliated Brokers
None of the Funds paid brokerage commissions to any affiliated brokers during its most recent fiscal year.
Required Vote and Recommendation
Approval of a Proposed Advisory Agreement on behalf of a Fund requires the affirmative vote of a majority of the outstanding voting securities of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on this Proposal.
At a meeting held on August 9-11, 2021, the BMO Funds Board approved the Proposed Advisory Agreement in respect of each Fund and voted to present the Proposed Advisory Agreement for shareholder approval.
THE BMO FUNDS BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF EACH OF THE PROPOSED ADVISORY AGREEMENTS.
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SECTION C PROPOSAL 9: APPROVE A SUBADVISORY AGREEMENT FOR
BMO PYRFORD INTERNATIONAL STOCK FUND
Pyrford International Ltd. (Pyrford), a wholly-owned subsidiary of Bank of Montreal, currently serves as investment subadviser to BMO Pyrford International Stock Fund (sometimes referred to in this section as the Fund) pursuant to a Subadvisory Agreement between BMO AM and Pyrford dated December 29, 2011 (the Current Subadvisory Agreement). Pursuant to a definitive agreement between Bank of Montreal and Ameriprise Financial (previously defined as the EMEA Purchase Agreement), it is expected that Ameriprise Financial will acquire Pyrford prior to the closing of the Reorganizations. The closing of the transactions under the EMEA Purchase Agreement (collectively, the EMEA Transaction) will be deemed to result in the assignment and termination of the Current Subadvisory Agreement.
In order to provide for continuous management of the Fund following the closing of the EMEA Transaction, at the August Meeting, the BMO Funds Board including the Independent Board Members, unanimously approved the appointment of Pyrford as the subadviser to the Fund on an interim basis pursuant to an interim subadvisory agreement (the Interim Subadvisory Agreement) between BMO AM and Pyrford with respect to the Fund as permitted by Rule 15a-4 under the 1940 Act. Pyrfords appointment as subadviser with respect to the Fund pursuant to the Interim Subadvisory Agreement will take effect upon the termination of the Current Subadvisory Agreement and will continue until the earliest of (1) 150 days after the effective date of the Interim Subadvisory Agreement, (2) shareholder approval of this Proposal, (3) the closing of the Funds Reorganization, or (4) the termination of the Interim Subadvisory Agreement by the BMO Funds Board or the vote of a majority of the outstanding voting securities of the Fund.
At the August Meeting, the Board, including the Independent Board Members, also unanimously approved the appointment of Pyrford as the subadviser to the Fund pursuant to a new subadvisory agreement (the Proposed Subadvisory Agreement) and unanimously recommended approval of the Proposed Subadvisory Agreement by the shareholders of the Fund. The Proposed Subadvisory Agreements would allow for continuity of management of the Fund during the period between shareholder approval of this Proposal and the closing of the Reorganization or in the event a Reorganization is not consummated prior to the expiration of the Interim Subadvisory Agreement.
The Proposed Subadvisory Agreement
Shareholders of the Fund are being asked to approve the Proposed Subadvisory Agreement for the continuous management of the Fund. As further described below under Board Considerations Regarding Approval of the Proposed Subadvisory Agreement, the Board concluded that the terms of the Proposed Subadvisory Agreement are fair and reasonable and that the advisers fees are reasonable in light of the services to be provided to the Fund.
If shareholders of the Fund do not approve the Proposed Subadvisory Agreement, Pyrford could serve as subadviser to the Fund for up to 150 days following the effective date of the Interim Subadvisory Agreement. The fees paid under such Interim Subadvisory Agreement will be the same as the fees paid under the Current Subadvisory Agreement. The fees paid under the Interim Subadvisory Agreement will be held in escrow and will be paid to Pyrford only if shareholders approve this Proposal. If shareholders do not approve this Proposal, Pyrford will be entitled to receive the lesser of its costs incurred in performing the services under the Interim Subadvisory Agreement and the total fees held in escrow pursuant to the Interim Subadvisory Agreement.
The Current Subadvisory Agreement was last approved for continuance by the BMO Funds Board, including a majority of the independent Trustees, on August 9-11, 2021 and was last approved by shareholders on December 28, 2011.
Information about fee rates payable under the Current Subadvisory Agreement and the Proposed Subadvisory Agreement is provided in Exhibit H. Amounts paid by BMO AM to Pyrford, or to an affiliate of Pyrford, during the Funds last fiscal year are set forth in Exhibit I.
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Description of the Proposed and Current Subadvisory Agreement
The terms of the Proposed Subadvisory Agreement are substantially the same as those of the Current Subadvisory Agreement, and the fee rates are identical. The Proposed Subadvisory Agreement, however, will have a new effective date, provide for a two-year initial term, and include wording and other changes as described below. The form of the Proposed Subadvisory Agreement is provided in Exhibit G to this Combined Proxy Statement/Prospectus.
Subadvisory Services. The subadvisory services to be provided by Pyrford under the Proposed Subadvisory Agreement are substantially the same as those services provided under the Current Subadvisory Agreement. Both the Current and Proposed Subadvisory Agreements generally provide that, subject to the supervision and review of the adviser and oversight of the Board, the subadviser shall have the sole and exclusive responsibility for the making of all investment decisions for that portion of the Funds portfolio as designated by the adviser, including the purchase, retention and disposition of securities, in accordance with the Funds investment objectives, policies and restrictions.
The Current and Proposed Subadvisory Agreements provide that the subadviser will use its good faith judgment in a manner which it reasonably believes best serves the interests of the Funds shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Funds portfolio, in accordance with the subadvisers proxy voting policies, which shall be provided, along with any amendments, to the Fund, or such other proxy voting policy approved by the Board.
In addition, both the Current and Proposed Subadvisory Agreements contemplate that the subadviser will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. In using reasonable efforts to obtain for a Fund the most favorable price and execution available, the subadviser, bearing in mind a Funds best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions.
The Current and Proposed Subadvisory Agreements each explicitly provides that, to the extent permitted by law and consistent with best execution obligations, the subadviser may cause the Fund to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received.
Fees. There is no change in the subadvisory fee rates. Under the Current and Proposed Subadvisory Agreements, the adviser pays the subadviser a fee, computed daily and paid monthly in arrears as compensation for the subadvisers services based on a percentage of the gross advisory fee received by the adviser from the Fund. However, the fees paid under the Interim Subadvisory Agreement will be held in escrow and will be paid to Pyrford only if shareholders approve this Proposal. If shareholders do not approve this Proposal, Pyrford will be entitled to receive the lesser of its costs incurred in performing the services under the Interim Subadvisory Agreement and the total fees held in escrow pursuant to the Interim Subadvisory Agreement.
The schedules of fee rates for each Fund under its Current Subadvisory Agreement and Proposed Subadvisory Agreement are set forth in Exhibit H to this Combined Proxy Statement/Prospectus. Amounts paid by BMO AM to Pyrford during each Funds last fiscal year are set forth in Exhibit I.
Limits of Liability. Under the Current and Proposed Subadvisory Agreements, in the absence of willful misfeasance, bad faith or gross negligence on the part of the subadviser, or of reckless disregard of its obligations and duties, the subadviser shall not be subject to any liability to the adviser or the Fund, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with the rendering of services by the subadviser.
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Governing Law
Both the Current and Proposed Subadvisory Agreements state that the agreement will be construed in accordance with and governed by the internal laws of the State of Wisconsin.
Duration and Termination. The Proposed Subadvisory Agreement provides for an initial term of two years from its effective date and, as required by the 1940 Act, will continue from year to year, until terminated by either party, only if specifically approved by (a) a vote of the majority of the outstanding shares of the Fund or by the vote of a majority of the Board and (b) by the vote of a majority of the Board members who are not interested persons as set forth under the 1940 Act and who are not parties to the agreement. The Current Subadvisory Agreement has identical provisions, but its initial two-year term has already passed and, accordingly, it is renewable on an annual basis at this point in time.
Under the Current and Proposed Subadvisory Agreements, the subadviser may terminate the agreement upon 60 days written notice to the adviser. The Current and Proposed Subadvisory Agreements may also be terminated by the affirmative vote of a majority of the Board, or by the affirmative vote of a majority of the outstanding voting securities of the Fund or by the adviser, in each case upon not more than 60 nor less than 30 calendar days written notice to the Subadviser.
Board Considerations Regarding Approval of the Proposed Subadvisory Agreement
At the August Meeting, the BMO Funds Board, including the Independent Board Members, considered the approval of the Proposed Subadvisory Agreement. In considering the Proposed Subadvisory Agreement, the BMO Funds Board met with management of BMO AM and representatives of Ameriprise Financial at the various BMO Funds Board Meetings to discuss the EMEA Transaction and the expected impact on Pyrford. The BMO Funds Board considered that the Proposed Subadvisory Agreement would allow for continuity of investment management of the Fund during the period from shareholder approval of the Reorganization until the closing of the Reorganization or in the event the Reorganization is not approved by shareholders prior to the termination of the Interim Advisory Agreement.
With respect to the subadvisory services provided by Pyrford, the BMO Funds Board considered the information furnished and discussed throughout the year at regularly scheduled BMO Funds Board meetings, as applicable, as well as the information provided specifically in relation to the annual consideration of the approval of the continuation of the investment subadvisory agreement with Pyrford in response to requests of the Independent Board Members and their independent legal counsel, which occurred at the July and August Meetings. The BMO Funds Board approved the continuation of the investment subadvisory agreement between BMO AM and Pyrford, on behalf of the Fund, at the August Meeting. Information furnished included, among other things, presentations given by the portfolio managers of the Fund on the Funds investment strategies, risks, absolute performance, and comparative performance of the Fund against its benchmark indices. The BMO Funds Board also considered the information provided specifically in relation to its consideration of the approval of the Proposed Subadvisory Agreement in light of the EMEA Transaction, including as requested by the Independent Board Members and their independent legal counsel. In addition to evaluating, among other things, the written information provided by BMO AM and Ameriprise Financial, the BMO Funds Board also considered the answers to questions posed by the Board to representatives of BMO AM and Ameriprise Financial at various meetings and took into account their accumulated experience in working with Pyrford on matters related to the Fund. The Independent Directors also met separately in executive sessions with their independent legal counsel to review and consider the information provided regarding the Proposed Subadvisory Agreement.
In considering the Proposed Subadvisory Agreement, the BMO Funds Board also discussed the capabilities of Pyrfords investment team, including the portfolio management teams experience and its investment approach and process. The BMO Funds Board also discussed and considered the nature and quality of services provided by the investment team, as well as the fees and expenses to be charged under the Agreement. The BMO Funds Board, including the Independent Board Members, was satisfied with the capabilities of Pyrford and its investment team to continue to adequately provide investment management services to the Fund, and the relative fees and expenses.
Based on their review, the Independent Board Members and the full BMO Funds Board concluded that it was in the best interests of the Fund to approve the Proposed Subadvisory Agreement. In reaching its decision, the BMO Funds Board considered materials relevant to its review of the Proposed Subadvisory Agreement, including a copy of the Proposed Subadvisory Agreement; the fees proposed to be paid to Pyrford; information regarding the Funds investment strategies and operations; information regarding Ameriprise Financials financial condition and the personnel, compliance program and operations that are relevant to the services to be provided by Pyrford to the Fund; and other information provided. The BMO Funds Board also considered Ameriprise Financials commitment, financial and otherwise, to the asset management business and to the Fund. In their deliberations, the members of the BMO Funds Board did not identify any single factor or group of factors as all-important or controlling but considered all factors together. The material factors and conclusions that formed the basis for the BMO Fund Boards determinations are discussed below.
In evaluating the nature, extent and quality of the services to be provided by Pyrford, the BMO Funds Board reviewed information describing the financial strength, experience, resources and key personnel of Pyrford and Ameriprise Financial, as applicable, including the personnel who would continue to provide investment management services to the Fund. The BMO Funds Board noted Pyrfords experience in managing the strategy employed for the Fund, as well as Pyrfords compliance program as it relates to the investment management services to be provided to the Fund. The BMO Funds Board considered the other services provided by Pyrford under the Proposed Subadvisory Agreement, including selecting broker-dealers for execution of portfolio transactions; monitoring adherence to the Funds investment restrictions; and assisting with portfolio compliance with securities laws, regulations, policies and procedures.
The BMO Funds Board considered that the Proposed Subadvisory Agreement was intended to allow for continuity of investment management of the Fund, and the Board reviewed historical performance data for the Fund as managed by BMO AM and Pyrford and determined that it was generally satisfied with the performance of the Fund. Based upon this review, the BMO Funds Board concluded that the nature, quality and extent of the services to be provided to the Fund by Pyrford are expected to be satisfactory following the EMEA Transaction.
The BMO Funds Board also considered the proposed fees payable by BMO AM to Pyrford under the Proposed Subadvisory Agreement, noting that the fee would be paid by BMO AM (not the Fund). With respect to economies of scale, the Board noted that Pyrfords compensation would be reduced proportionately along with any advisory fee reductions as a result of any future advisory fee breakpoints. The BMO Funds Board also considered that there is no change in the subadvisory fee rates between the Current and Proposed Subadvisory Agreements. The BMO Funds Board concluded that, taking into account all of the information reviewed, the subadvisory fee to be paid to Pyrford with respect to the Fund was reasonable in light of the services to be provided by Pyrford to the Fund.
The BMO Funds Board considered other benefits that may be realized by Pyrford and its affiliates from their relationship with the Fund, including the opportunity to provide investment management services to the Fund and reputational benefits.
Information Regarding the Subadviser
Please see Exhibit D for information regarding Pyrford.
Affiliated Brokers
The Fund did not pay brokerage commissions to any affiliated brokers during its most recent fiscal year.
Required Vote and Recommendation
Approval of the Proposed Subadvisory Agreement on behalf of the Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which for this purpose means the affirmative vote of the lesser of (a) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present at the Meeting in person or represented by proxy. All shares of the Fund vote together as a single class on this Proposal.
At a meeting held on August 9-11, 2021, the BMO Funds Board approved the Proposed Subadvisory Agreement and voted to present the Proposed Subadvisory Agreement for shareholder approval.
THE BMO FUNDS BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENT.
SECTION D PROXY VOTING AND SHAREHOLDER MEETING INFORMATION
Board Recommendation and Required Vote. The BMO Funds Board unanimously recommends that shareholders of each BMO Fund vote FOR each applicable Proposal.
As noted below under Section DQuorum and Methods of Tabulation, there must be a quorum present in order to transact business at the Meeting. For each Target Fund, approval of the Reorganization Proposal on behalf of a Target Fund requires the affirmative vote of a majority of the outstanding voting securities of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy.
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If a Reorganization is not approved for a Target Fund, the BMO Funds Board will consider what further action should be taken with respect to the relevant Target Fund. All share classes of a Target Fund will vote together as one class on each Proposal applicable to a Target Fund with respect to the Reorganization Proposals. The approval of the Reorganization of one Target Fund is not conditioned upon the approval of the Reorganization of any other Target Fund.
With respect to the Advisory Agreement Proposal and the Subadvisory Agreement Proposal, each as described above, approval of a Proposed Advisory Agreement on behalf of a BMO Equity Fund and of a Proposed Subadvisory Agreement on behalf of BMO Pyrford International Stock Fund requires the affirmative vote of a majority of the outstanding voting securities of each such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on the Advisory Agreement Proposal. The approval of the Advisory Agreement Proposal by one BMO Equity Fund is not conditioned upon the approval of the Advisory Agreement proposal by any other BMO Equity Fund.
Voting. Shareholders of record of each BMO Fund on August 31, 2021 (previously defined as the Record Date) are entitled to vote at the meeting.
The record holders of the shares outstanding of each BMO Fund are entitled to one vote per share (and a fractional vote per fractional share) on all matters presented at the Meeting. For a complete summary of the rights of shareholders of the BMO Funds and the Acquiring Funds, see Exhibit BComparison of Organizational Documents. The total number of shares of each class of each BMO Fund outstanding as of the close of business on the Record Date are set forth below.
Fund |
Class A
Shares Outstanding |
Class I
Shares Outstanding |
Class R6
Shares Outstanding |
Class Y
Shares Outstanding |
Total
Shares Outstanding |
|||||||||||||||
BMO Dividend Income Fund |
| | ||||||||||||||||||
BMO Large-Cap Value Fund |
| |||||||||||||||||||
BMO Large-Cap Growth Fund |
||||||||||||||||||||
BMO Low Volatility Equity Fund |
| | ||||||||||||||||||
BMO Small-Cap Growth Fund |
| | ||||||||||||||||||
BMO Pyrford International Stock Fund |
| |||||||||||||||||||
BMO Ultra Short Tax-Free Fund |
| |
Quorum and Methods of Tabulation. In order to transact business at the Meeting, a quorum must be present. Under the Target Companys Articles of Incorporation, as amended, a quorum is constituted by the presence in person or by proxy of one-third of the outstanding shares of the BMO Fund entitled to vote at the Meeting. Accordingly, for purposes of the Meeting, a quorum will be constituted by the presence in person or by proxy of one-third of the outstanding shares of each BMO Fund entitled to vote as of the Record Date. In the event that a quorum is not present at the Meeting with respect to a BMO Fund, or if a quorum is present at the Meeting but sufficient votes to approve the Reorganization or, as applicable, the Advisory Agreement Proposal with respect to a BMO Fund are not received, the persons named as proxies may propose one or more adjournments of the Meeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the Proposal. Any such adjournments will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote those proxies that are entitled to vote FOR the Proposal in favor of such adjournment and will vote those proxies required to be voted AGAINST the Proposal against such adjournment. They will vote, in their discretion, shares represented by proxies that reflect abstentions. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions will be treated as shares that are present and will have the effect of a no vote for purposes of obtaining the requisite approval for the Reorganization.
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A broker non-vote occurs in connection with a shareholder meeting when the shareholders are asked to consider both routine and non-routine proposals. In such a case, if a broker-dealer votes on the routine proposal, but does not vote on the non-routine proposal because (a) the shares entitled to cast the vote are held by the broker-dealer in street name for the beneficial owner, (b) the broker-dealer lacks discretionary authority to vote the shares, and (c) the broker-dealer has not received voting instructions from the beneficial owner, a broker non-vote is said to occur with respect to the non-routine proposal. It is the Target Companys understanding that because broker-dealers (in the absence of specific authorization from their customers) will not have discretionary authority to vote any shares held beneficially by their customers on a single matter expected to be presented at the Meeting with respect to the BMO Funds, there will not be any broker non-votes at the Meeting.
Only the shareholders of record of the BMO Funds at the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting or any adjournments thereof.
Shareholder Proxies. If you properly authorize your proxy by Internet or telephone, or by executing and returning the enclosed proxy card by mail, and your proxy is not subsequently revoked, your vote will be cast at the Meeting and at any postponement or adjournment thereof. If you give instructions, your vote will be cast in accordance with your instructions. If you return your signed proxy card without instructions, your vote will be cast in favor of the Reorganization of your Target Fund. Your votes will be cast in the discretion of the proxy holders on any other matter that may properly come before the Meeting, including, but not limited to, proposing the adjournment of the Meeting with respect to one or more Proposals in the event that sufficient votes in favor of any Proposal are not received. Shareholders of a BMO Fund will be entitled to cast votes and authorize proxies on only those Proposals affecting the BMO Fund in which they are shareholders. If you intend to vote in person at the Meeting, please call 1-888-991-1289 to obtain important information regarding your attendance at the Meeting, including directions.
Proxy Statement Delivery. Householding is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. Certain shareholders of the BMO Funds who share a common address and who have not opted out of the householding process may receive a single copy of the Combined Proxy Statement/Prospectus along with the proxy cards. If you received more than one copy of the Combined Proxy Statement/Prospectus, you may elect to household in the future if permitted by your financial intermediary. Contact the financial intermediary through which you purchased your shares to determine whether householding is an option for your account. If you received a single copy of the Combined Proxy Statement/Prospectus, you may opt out of householding in the future by contacting your financial intermediary.
Revoking Your Proxy. If you execute, date and submit a proxy card with respect to your BMO Fund, you may revoke your proxy prior to the Meeting by providing written notice to the BMO Funds proxy solicitor at [●], or change your vote by submitting a subsequently executed and dated proxy card, by authorizing your proxy by Internet or telephone on a later date or by attending the Meeting and casting your vote in person. If you authorize your proxy by Internet or telephone, you may change your vote prior to the Meeting by authorizing a subsequent proxy by Internet or telephone or by completing, signing and returning a proxy card dated as of a date that is later than your last Internet or telephone proxy authorization or by attending the Meeting and casting your vote in person. Merely attending the Meeting without voting will not revoke your prior proxy.
Simultaneous Meetings. The Meeting for each BMO Fund will be held simultaneously with the Meeting for each other BMO Fund. If any shareholder objects to the holding of simultaneous meetings, the shareholder may move for an adjournment of his/her/their BMO Funds Meeting to a time after the Meeting so that a meeting for that BMO Fund may be held separately. If a shareholder makes this motion, the persons named as proxies will take into consideration the reasons for the objection in deciding whether to vote in favor of the adjournment and may vote for or against the adjournment in their discretion.
Solicitation of Proxies. The Target Company is asking for your vote and for you to vote as promptly as possible. Proxies will be solicited primarily through the mailing of this Combined Proxy Statement/Prospectus and its enclosures, but proxies also may be solicited through further mailings, telephone calls, personal interviews or e-mail by employees or agents of BMO AM, or by employees or agents of Columbia and its affiliated companies. In addition, Broadridge Financial Solutions, Inc., has been engaged to assist in the solicitation of proxies, at the estimated cost set forth below, plus expenses.
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Fund |
Estimated
Cost |
|||
BMO Dividend Income Fund |
$ | 59,743 | ||
BMO Large-Cap Value Fund |
$ | 54,532 | ||
BMO Low Volatility Equity Fund |
$ | 28,275 | ||
BMO Large-Cap Growth Fund |
$ | 64,136 | ||
BMO Small-Cap Growth Fund |
$ | 59,230 | ||
BMO Pyrford International Stock Fund |
$ | 17,873 | ||
BMO Ultra Short Tax-Free Fund |
$ | 8,464 |
Shareholder Proposals. The BMO Funds are not required, and do not intend, to hold regular annual meetings of shareholders. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for the next meeting of shareholders (if any) should send their written proposals to the Secretary of the Target Company at the Target Companys principal office, so that they are received within a reasonable time before any such meeting. The timely submission of a proposal to the Secretary of the Target Company does not guarantee that it will be submitted at the shareholders meeting.
Dissenters Right of Appraisal. Under applicable legal and regulatory requirements, none of the Target Funds shareholders will be entitled to exercise dissenters rights (i.e., to demand the fair value of their shares in connection with a Reorganization). Therefore, shareholders will be bound by the terms of the Agreement. However, any shareholder of a Target Fund may redeem his/her/their shares prior to the Reorganization.
Other Business. The Target Company does not know of any matters to be presented at the Meeting other than the Proposals. If other business should properly come before the Meeting, the persons named as proxies will vote thereon in their discretion.
Adjournment. If the quorum required for the Meeting has not been met for any BMO Fund, the persons named as proxies may propose adjournment of the Meeting with respect to any BMO Fund that has not reached a quorum and vote all shares that they are entitled to vote in favor of such adjournment. If the quorum required for the Meeting has been met, but sufficient votes in favor of one or more Proposals are not received by the time scheduled for the Meeting, then the persons named as proxies may move for one or more adjournments of the Meeting as to one or more Proposals to allow further solicitation of shareholders. For each BMO Fund, the Meeting may be adjourned by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the Meeting may be held as adjourned within a reasonable time after the date set for the original Meeting without further notice.
SECTION E ADDITIONAL INFORMATION APPLICABLE TO THE ACQUIRING FUNDS
Below is information regarding the Acquiring Funds. All references to a Fund in this Section E refer to each of the Acquiring Funds, unless otherwise noted.
Principal Risks of the Acquiring Funds
An investment in an Acquiring Fund involves risks. The table below identifies the principal risks of investing in the Acquiring Funds. Descriptions of these and other principal risks of investing in the Acquiring Funds are provided below the table. There is no assurance that the Acquiring Funds will achieve their investment objectives and you may lose money. The value of an Acquiring Funds holdings may decline, and an Acquiring Funds net asset value (NAV) and share price may go down. An investment in an Acquiring Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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Risk Factor |
Columbia
Integrated Large Cap Value Fund |
Columbia
Integrated Large Cap Growth Fund |
Columbia
Integrated Small Cap Growth Fund |
Columbia
Pyrford International Stock Fund |
Columbia Ultra
Short Municipal Bond Fund |
|||||
Active Management Risk |
X | X | X | X | X | |||||
Changing Distribution Level Risk |
X | |||||||||
Credit Risk |
X | |||||||||
Derivatives Risk |
X | |||||||||
Derivatives Risk Forward Contracts Risk |
X | |||||||||
Emerging Markets Securities Risk |
X | |||||||||
Foreign Securities Risk |
X | |||||||||
Frequent Trading Risk |
X | |||||||||
Geographic Focus Risk |
X | |||||||||
Asia Pacific Region |
X | |||||||||
Europe |
X | |||||||||
Growth Securities Risk |
X | X | ||||||||
High-Yield Investments Risk. |
X | |||||||||
Interest Rate Risk |
X | |||||||||
Issuer Risk |
X | X | X | X | ||||||
Small-Cap Stock Risk |
X | |||||||||
Mid-Cap Stock Risk |
X | |||||||||
Large-Cap Stock Risk |
X | X | X | |||||||
Liquidity Risk |
X | X | ||||||||
Market Risk |
X | X | X | X | X | |||||
Municipal Securities Risk |
X | |||||||||
Prepayment and Extension Risk |
X | |||||||||
Reinvestment Risk |
X | |||||||||
Sector Risk |
X | X | X | X | ||||||
Health Care Sector Risk |
X | |||||||||
Industrials Sector Risk |
X | |||||||||
Information Technology Sector Risk |
X | X | ||||||||
Financial Services Sector Risk |
X | |||||||||
Tax Risk |
X | |||||||||
Value Securities Risk |
X |
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Active Management Risk. The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that seek to achieve the Funds investment objective. Due to its active management, the Fund could underperform its benchmark(s) and/or other funds with similar investment objectives and/or strategies.
Changing Distribution Level Risk. The Fund normally expects to receive income which may include interest, dividends and/or capital gains, depending upon its investments. The distribution amounts paid by the Fund will vary and generally depend on the amount of income the Fund earns (less expenses) on its portfolio holdings, and capital gains or losses it recognizes. A decline in the Funds income or net capital gains arising from its investments may reduce its distribution level.
Credit Risk. Credit risk is the risk that the value of debt instruments may decline if the issuer thereof defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as making payments to the Fund when due. Debt instruments backed by an issuers taxing authority may be subject to legal limits on the issuers power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government aid. Certain debt instruments are backed only by revenues derived from a particular project or source, rather than by an issuers taxing authority, and thus may have a greater risk of default. Credit rating agencies assign credit ratings to certain debt instruments to indicate their credit risk. Unless otherwise provided in the Funds principal investment strategies, investment grade debt instruments are those rated at or above BBB- by S&P Global Ratings, or equivalently rated by Moodys Investors Service, Inc. or Fitch Ratings, Inc., or, if unrated, determined by the management team to be of comparable quality. Conversely, below investment grade (commonly called high-yield or junk) debt instruments are those rated below BBB- by S&P Global Ratings, or equivalently rated by Moodys Investors Service, Inc. or Fitch Ratings, Inc., or, if unrated, determined by the management team to be of comparable quality. A rating downgrade by such agencies can negatively impact the value of such instruments. Lower quality or unrated instruments held by the Fund may present increased credit risk as compared to higher-rated instruments. Non-investment grade debt instruments may be subject to greater price fluctuations and are more likely to experience a default than investment grade debt instruments and therefore may expose the Fund to increased credit risk. If the Fund purchases unrated instruments, or if the ratings of instruments held by the Fund are lowered after purchase, the Fund will depend on analysis of credit risk more heavily than usual.
Derivatives Risk. Derivatives may involve significant risks. Derivatives are financial instruments with a value in relation to, or derived from, the value of an underlying asset(s) or other reference, such as an index, rate or other economic indicator (each an underlying reference). Derivatives may include those that are privately placed or otherwise exempt from SEC registration, including certain Rule 144A eligible securities. Derivatives could result in Fund losses if the underlying reference does not perform as anticipated. Use of derivatives is a highly specialized activity that can involve investment techniques, risks, and tax planning different from those associated with more traditional investment instruments. The Funds derivatives strategy may not be successful and use of certain derivatives could result in substantial, potentially unlimited, losses to the Fund regardless of the Funds actual investment. A relatively small movement in the price, rate or other economic indicator associated with the underlying reference may result in substantial loss for the Fund. Derivatives may be more volatile than other types of investments. The value of derivatives may be influenced by a variety of factors, including national and international political and economic developments. Potential changes to the regulation of the derivatives markets may make derivatives more costly, may limit the market for derivatives, or may otherwise adversely affect the value or performance of derivatives. Derivatives can increase the Funds risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while exposing the Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Derivatives Risk Forward Contracts Risk. A forward contract is an over-the-counter derivative transaction between two parties to buy or sell a specified amount of an underlying reference at a specified price (or rate) on a specified date in the future. Forward contracts are negotiated on an individual basis and are not standardized or traded on exchanges. The market for forward contracts is substantially unregulated (there is no limit on daily price movements and speculative position limits are not applicable). The principals who deal in certain forward contract markets are not required to continue to make markets in the underlying references in which they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in forward contract markets have refused to quote prices for certain underlying references
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or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in forward contract prices. The liquidity of the markets for forward contracts depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the market for forwards could be reduced. A relatively small price movement in a forward contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. Forward contracts can increase the Funds risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a countrys or regions currency. The Fund may agree to buy or sell a countrys or regions 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 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. |
Emerging Market Securities Risk. Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political, economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more limited trading activity (i.e., lower trading volumes and less liquidity) than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid changes in inflation rates and may have hostile relations with other countries. Due to the differences in the nature and quality of financial information of issuers of emerging market securities, including auditing and financial reporting standards, financial information and disclosures about such issuers may be unavailable or, if made available, may be considerably less reliable than publicly available information about other foreign securities.
Frequent Trading Risk. The portfolio managers may actively and frequently trade investments in the Funds portfolio to carry out its investment strategies. Frequent trading of investments increases the possibility that the Fund, as relevant, will realize taxable capital gains (including short-term capital gains, which are generally taxable to shareholders at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce the Funds after-tax return. Frequent trading can also mean higher brokerage and other transaction costs, which could reduce the Funds return. The trading costs and tax effects associated with portfolio turnover may adversely affect the Funds performance.
Foreign Securities Risk. Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely volatile. Foreign securities may also be less liquid, making them more difficult to trade, than securities of U.S. companies so that the Fund may, at times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose withholding or other taxes on the Funds income, capital gains or proceeds from the disposition of foreign securities, which could reduce the Funds return on such securities. In some cases, such withholding or other taxes could potentially be confiscatory. Other risks include: possible delays in the settlement of transactions or in the payment of income; generally less publicly available
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information about foreign companies; the impact of economic, political, social, diplomatic or other conditions or events (including, for example, military confrontations, war, terrorism and disease/virus outbreaks and epidemics), possible seizure, expropriation or nationalization of a company or its assets or the assets of a particular investor or category of investors; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies; the imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be held in the local markets. In addition, it may be difficult to obtain reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a countrys securities market is, the greater the level of risks. Economic sanctions may be, and have been, imposed against certain countries, organizations, companies, entities and/or individuals. Economic sanctions and other similar governmental actions could, among other things, effectively restrict or eliminate the Funds ability to purchase or sell securities, and thus may make the Funds investments in such securities less liquid or more difficult to value. In addition, as a result of economic sanctions, the Fund may be forced to sell or otherwise dispose of investments at inopportune times or prices, which could result in losses to the Fund and increased transaction costs. These conditions may be in place for a substantial period of time and enacted with limited advance notice to the Fund. The risks posed by sanctions against a particular foreign country, its nationals or industries or businesses within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets. Additionally, investments in certain countries may subject the Fund to a number of tax rules, the application of which may be uncertain. Countries may amend or revise their existing tax laws, regulations and/or procedures in the future, possibly with retroactive effect. Changes in or uncertainties regarding the laws, regulations or procedures of a country could reduce the after-tax profits of the Fund, directly or indirectly, including by reducing the after-tax profits of companies located in such countries in which the Fund invests, or result in unexpected tax liabilities for the Fund. The performance of the Fund may also be negatively affected by fluctuations in a foreign currencys strength or weakness relative to the U.S. dollar, particularly to the extent the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short or long periods of time for a number of reasons, including changes in interest rates, imposition of currency exchange controls and economic or political developments in the U.S. or abroad. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars and vice versa.
High-Yield Investments Risk. Securities and other debt instruments held by the Fund that are rated below investment grade (commonly called high-yield or junk bonds) and unrated debt instruments of comparable quality tend to be more sensitive to credit risk than higher-rated debt instruments and may experience greater price fluctuations in response to perceived changes in the ability of the issuing entity or obligor to pay interest and principal when due than to changes in interest rates. These investments are generally more likely to experience a default than higher-rated debt instruments. High-yield debt instruments are considered to be predominantly speculative with respect to the issuers capacity to pay interest and repay principal. These debt instruments typically pay a premium a higher interest rate or yield because of the increased risk of loss, including default. High-yield debt instruments may require a greater degree of judgment to establish a price, may be difficult to sell at the time and price the Fund desires, may carry high transaction costs, and also are generally less liquid than higher-rated debt instruments. The ratings provided by third party rating agencies are based on analyses by these ratings agencies of the credit quality of the debt instruments and may not take into account every risk related to whether interest or principal will be timely repaid. In adverse economic and other circumstances, issuers of lower-rated debt instruments are more likely to have difficulty making principal and interest payments than issuers of higher-rated debt instruments.
Geographic Focus Risk. The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Funds NAV may be more volatile than the NAV of a more geographically diversified fund.
Asia Pacific Region. A number of countries in the Asia Pacific region are considered underdeveloped or developing, including from a political, economic and/or social perspective, and may have relatively unstable governments and
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economies based on limited business, industries and/or natural resources or commodities. Events in any one country within the region may impact that country, other countries in the region or the region as a whole. As a result, events in the region will generally have a greater effect on the Fund than if the Fund were more geographically diversified in a region with more developed countries and economies. This could result in increased volatility in the value of the Funds investments and losses for the Fund. Continued growth of economies and securities markets in the region will require sustained economic and fiscal discipline, as well as continued commitment to governmental and regulatory reforms. Development also may be influenced by international economic conditions, including those in the United States and Japan, and by world demand for goods or natural resources produced in countries in the Asia Pacific region. Securities markets in the region are generally smaller and have a lower trading volume than those in the United States, which may result in the securities of some companies in the region being less liquid than U.S. or other foreign securities. Some currencies, inflation rates or interest rates in the Asia Pacific region are or can be volatile, and some countries in the region may restrict the flow of money in and out of the country. The risks described under Emerging Market Securities Risk and Foreign Securities Risk may be more pronounced due to the Funds focus on investments in the region.
Europe. The Fund is particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries in Europe. Most developed countries in Western Europe are members of the European Union (EU), and many are members of the European Economic and Monetary Union (EMU). European countries can be significantly affected by the tight fiscal and monetary controls that the EMU imposes on its members and with which candidates for EMU membership are required to comply. In addition, the private and public sectors debt problems of a single EU country can pose significant economic risks to the EU as a whole. Unemployment in Europe has historically been higher than in the United States and public deficits are an ongoing concern in many European countries. As a result, the Funds NAV may be more volatile than the NAV of a more geographically diversified fund. If securities of issuers in Europe fall out of favor, it may cause the Fund to underperform other funds that do not focus their investments in this region of the world. The UKs departure from the EU single market became effective on January 1, 2021 with the end of the Brexit transition period and the post-Brexit trade deal between the UK and EU taking effect on December 31, 2020. The impact of any partial or complete dissolution of the EU on the UK and European economies and the broader global economy could be significant, resulting in negative impacts on currency and financial markets generally, such as increased volatility and illiquidity, and potentially lower economic growth in markets in the UK, Europe and globally, which may adversely affect the value of your investment in the Fund. The impact of Brexit in the near- and long-term is still unknown and could have additional adverse effects on economies, financial markets, currencies and asset valuations around the world. Any attempt by the Fund to hedge against or otherwise protect its portfolio or to profit from such circumstances may fail and, accordingly, an investment in the Fund could lose money over short or long periods. For more information on the risks associated with Brexit, see the Funds Statement of Additional Information.
Growth Securities Risk. Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Funds investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk. Very low or negative interest rates may impact the Funds yield and may increase the risk that, if followed by rising interest rates, the Funds performance will be negatively impacted. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the value of debt instruments held by the Fund, resulting in a negative impact on the Funds performance and NAV. Any interest rate increases could cause the value of the Funds investments in debt instruments to decrease. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses.
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Issuer Risk. An issuer in which the Fund invests or to which it has exposure may perform poorly or below expectations, and the value of its securities may therefore decline, which may negatively affect the Funds performance. Underperformance of an issuer may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, disease/virus outbreaks, epidemics or other events, conditions and factors which may impair the value of an investment in the Fund.
Small-Cap Stock Risk. Investments in small-capitalization companies (small-cap companies) often involve greater risks than investments in larger, more established companies (larger companies) because small-cap companies tend to have less predictable earnings and may lack the management experience, financial resources, product diversification and competitive strengths of larger companies, and securities of small-cap companies may be less liquid and more volatile than the securities of larger companies.
Mid-Cap Stock Risk. Investments in mid-capitalization companies (mid-cap companies) often involve greater risks than investments in larger, more established companies (larger companies) because mid-cap companies tend to have less predictable earnings and may lack the management experience, financial resources, product diversification and competitive strengths of larger companies, and may be less liquid than the securities of larger companies.
Large-Cap Stock Risk. Investments in larger companies may involve certain risks associated with their larger size. For instance, larger companies may be less able to respond quickly to new competitive challenges, such as changes in consumer tastes or innovation from smaller competitors. Also, larger companies are sometimes less able to achieve as high growth rates as successful smaller companies, especially during extended periods of economic expansion.
Liquidity Risk (Columbia Pyrford International Stock Fund). Liquidity risk is the risk associated with any event, circumstance, or characteristic of an investment or market that negatively impacts the Funds ability to sell, or realize the proceeds from the sale of, an investment at a desirable time or price. Liquidity risk may arise because of, for example, a lack of marketability of the investment, which means that when seeking to sell its portfolio investments, the Fund could find that selling is more difficult than anticipated, especially during times of high market volatility. Market participants attempting to sell the same or a similar instrument at the same time as the Fund could exacerbate the Funds exposure to liquidity risk. The Fund may have to accept a lower selling price for the holding, sell other liquid or more liquid investments that it might otherwise prefer to hold (thereby increasing the proportion of the Funds investments in less liquid or illiquid securities), or forego another more appealing investment opportunity. The liquidity of Fund investments may change significantly over time and certain investments that were liquid when purchased by the Fund may later become illiquid, particularly in times of overall economic distress. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit environments) may also adversely affect the liquidity and the price of the Funds investments. Judgment plays a larger role in valuing illiquid or less liquid investments as compared to valuing liquid or more liquid investments. Price volatility may be higher for illiquid or less liquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to liquid or more liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Overall market liquidity and other factors can lead to an increase in redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell investments in a down market. Foreign securities can present enhanced liquidity risks, including as a result of less developed custody, settlement or other practices of foreign markets.
Liquidity Risk (Columbia Ultra Short Municipal Bond Fund). Liquidity risk is the risk associated with any event, circumstance, or characteristic of an investment or market that negatively impacts the Funds ability to sell, or realize the proceeds from the sale of, an investment at a desirable time or price. Liquidity risk may arise because of, for example, a lack of marketability of the investment, which means that when seeking to sell its portfolio investments, the Fund could find that selling is more difficult than anticipated, especially during times of high market volatility. Decreases in the number of financial institutions, including banks and broker-dealers, willing to make markets (match up sellers and buyers) in the Funds investments or decreases in their capacity or willingness to trade such investments may increase the Funds exposure to this risk. The debt market has experienced considerable growth, and financial institutions making markets in instruments purchased and sold by the Fund (e.g., bond dealers) have been subject to increased regulation. The impact of that growth and regulation on the ability and willingness of financial institutions to engage in trading or making a market in such instruments remains unsettled.
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Certain types of investments, such as lower-rated securities or those that are purchased and sold in over-the-counter markets, may be especially subject to liquidity risk. Securities or other assets in which the Fund invests may be traded in the over-the-counter market rather than on an exchange and therefore may be more difficult to purchase or sell at a fair price, which may have a negative impact on the Funds performance. Market participants attempting to sell the same or a similar instrument at the same time as the Fund could exacerbate the Funds exposure to liquidity risk. The Fund may have to accept a lower selling price for the holding, sell other liquid or more liquid investments that it might otherwise prefer to hold (thereby increasing the proportion of the Funds investments in less liquid or illiquid securities), or forego another more appealing investment opportunity. The liquidity of Fund investments may change significantly over time and certain investments that were liquid when purchased by the Fund may later become illiquid, particularly in times of overall economic distress. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit environments) may also adversely affect the liquidity and the price of the Funds investments. Judgment plays a larger role in valuing illiquid or less liquid investments as compared to valuing liquid or more liquid investments. Price volatility may be higher for illiquid or less liquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to liquid or more liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Overall market liquidity and other factors can lead to an increase in redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell investments in a down market. The municipal securities market is an over-the-counter market, which means that the Fund purchases and sells investments through municipal bond dealers. The Funds ability to sell investments held in its portfolio is dependent on the willingness and ability of market participants to provide bids that, in the view of portfolio management, reflect current market prices. Adverse market conditions could result in a lack of liquidity by reducing the number of ready buyers.
Market Risk. The Fund may incur losses due to declines in the value of one or more securities in which it invests. These declines may be due to factors affecting a particular issuer, or the result of, among other things, political, regulatory, market, economic or social developments affecting the relevant market(s) more generally. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the Fund, including causing difficulty in assigning prices to hard-to-value assets in thinly traded and closed markets, significant redemptions and operational challenges. Global economies and financial markets are increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide. As a result, local, regional or global events such as terrorism, war, natural disasters, disease/virus outbreaks and epidemics or other public health issues, recessions, depressions or other events or the potential for such events could have a significant negative impact on global economic and market conditions.
The coronavirus disease 2019 (COVID-19) pandemic that has resulted in, and may continue to result in, significant global economic and societal disruption and market volatility due to disruptions in market access, resource availability, facilities operations, imposition of tariffs, export controls and supply chain disruption, among others. Such disruptions may be caused, or exacerbated by, quarantines and travel restrictions, workforce displacement and loss in human and other resources. The uncertainty surrounding the magnitude, duration, reach, costs and effects of the global pandemic, as well as actions that have been or could be taken by governmental authorities or other third parties, present unknowns that are yet to unfold. The impacts, as well as the uncertainty over impacts to come, of COVID-19 and any other infectious illness outbreaks, epidemics and pandemics that may arise in the future could negatively affect global economies and markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illness outbreaks and epidemics in emerging market countries may be greater due to generally less established healthcare systems, governments and financial markets. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The disruptions caused by COVID-19 could prevent the Fund from executing advantageous investment decisions in a timely manner and negatively impact the Funds ability to achieve its investment objective. Any such event(s) could have a significant adverse impact on the value and risk profile of the Fund.
Municipal Securities Risk. Municipal securities are debt obligations generally issued to obtain funds for various public purposes, including general financing for state and local governments, or financing for a specific project or public facility, and include obligations of the governments of the U.S. territories, commonwealths and possessions
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such as Guam, Puerto Rico and the U.S. Virgin Islands to the extent such obligations are exempt from state and U.S. federal income taxes. The value of municipal securities can be significantly affected by actual or expected political and legislative changes at the federal or state level. Municipal securities may be fully or partially backed by the taxing authority of the local government, by the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets or by domestic or foreign entities providing credit support, such as letters of credit, guarantees or insurance, and are generally classified into general obligation bonds and special revenue obligations. Because many municipal securities are issued to finance projects in sectors such as education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market.
Issuers in a state, territory, commonwealth or possession in which the Fund invests may experience significant financial difficulties for various reasons, including as the result of events that cannot be reasonably anticipated or controlled such as social conflict or unrest, labor disruption and natural disasters. Such financial difficulties may lead to credit rating downgrades of such issuers which in turn, could affect the market values and marketability of many or all municipal obligations of issuers in such state, territory, commonwealth or possession. The value of the Funds shares will be negatively impacted to the extent it invests in such securities. The Funds annual and semiannual reports show the Funds investment exposures at a point in time. The risk of investing in the Fund is directly correlated to the Funds investment exposures.
Securities issued by a particular state and its instrumentalities are subject to the risk of unfavorable developments in such state. A municipal security can be significantly affected by adverse tax, legislative, regulatory, demographic or political changes as well as changes in a particular states (state and its instrumentalities) financial, economic or other condition and prospects.
Prepayment and Extension Risk. Prepayment and extension risk is the risk that a bond or other security or investment might, in the case of prepayment risk, be called or otherwise converted, prepaid or redeemed before maturity and, in the case of extension risk, that the investment might not be called as expected. In the case of prepayment risk, if the investment is converted, prepaid or redeemed before maturity, the portfolio managers may not be able to invest the proceeds in other investments providing as high a level of income, resulting in a reduced yield to the Fund. In the case of mortgage- or other asset-backed securities, as interest rates decrease or spreads narrow, the likelihood of prepayment increases. Conversely, extension risk is the risk that an unexpected rise in interest rates will extend the life of a mortgage- or other asset-backed security beyond the prepayment time. If the Funds investments are locked in at a lower interest rate for a longer period of time, the portfolio managers may be unable to capitalize on securities with higher interest rates or wider spreads.
Reinvestment Risk. Reinvestment risk arises when the Fund is unable to reinvest income or principal at the same or at least the same return it is currently earning.
Sector Risk. At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business within one or more economic sectors. Companies in the same sector may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that sector than funds that invest more broadly. Generally, the more broadly the Fund invests, the more it spreads risk and potentially reduces the risks of loss and volatility.
Financial Services Sector. The Fund is more susceptible to the particular risks that may affect companies in the financial services sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the financial services sector are subject to certain risks, including the risk of regulatory change, decreased liquidity in credit markets and unstable interest rates. Such companies may have concentrated portfolios, such as a high level of loans to one or more industries or sectors, which makes them vulnerable to economic conditions that affect such industries or sectors. Performance of such companies may be affected by competitive pressures and exposure to investments, agreements and counterparties, including credit products that, under certain circumstances, may lead to losses (e.g., subprime loans). Companies in the financial services sector are subject to extensive governmental regulation that may limit the amount and types of loans and other financial commitments they can make, and the interest rates and fees they may charge. In addition, profitability of such companies is largely dependent upon the availability and the cost of capital.
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Health Care Sector. The Fund may be more susceptible to the particular risks that may affect companies in the health care sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the health care sector are subject to certain risks, including restrictions on government reimbursement for medical expenses, government approval of medical products and services, competitive pricing pressures, and the rising cost of medical products and services (especially for companies dependent upon a relatively limited number of products or services), among others. Performance of such companies may be affected by factors including, government regulation, obtaining and protecting patents (or the failure to do so), product liability and other similar litigation as well as product obsolescence.
Industrials Sector. The Fund is more susceptible to the particular risks that may affect companies in the industrials sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the industrials sector are subject to certain risks, including changes in supply and demand for their specific product or service and for industrial sector products in general, including decline in demand for such products due to rapid technological developments and frequent new product introduction. Performance of such companies may be affected by factors including government regulation, world events and economic conditions and risks for environmental damage and product liability claims.
Information Technology Sector. The Fund may be more susceptible to the particular risks that may affect companies in the information technology sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the information technology sector are subject to certain risks, including the risk that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. Performance of such companies may be affected by factors including obtaining and protecting patents (or the failure to do so) and significant competitive pressures, including aggressive pricing of their products or services, new market entrants, competition for market share and short product cycles due to an accelerated rate of technological developments. Such competitive pressures may lead to limited earnings and/or falling profit margins. As a result, the value of their securities may fall or fail to rise. In addition, many information technology sector companies have limited operating histories and prices of these companies securities historically have been more volatile than other securities, especially over the short term.
Tax Risk. Municipal securities generally pay interest that, in the opinion of bond counsel, is free from U.S. federal income tax (and in most cases, the U.S. federal AMT). A portion of the Funds income from such bonds may be taxable to shareholders subject to the U.S. federal AMT. Income from tax-exempt municipal obligations could be declared taxable, possibly retroactively, because of unfavorable changes in tax laws, adverse interpretations by the IRS, the non-compliant conduct of a bond issuer or under other circumstances. In such event, then the value of the security would likely fall and, as a shareholder of the Fund, you may be required to file an amended tax return and pay additional taxes.
Value Securities Risk. Value securities are securities of companies that may have experienced, for example, adverse business, industry or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. The market value of a portfolio security may not meet portfolio managements perceived value assessment of that security, or may decline in price, even though portfolio management believes the securities are already undervalued. There is also a risk that it may take longer than expected for the value of these investments to rise to portfolio managements perceived value. In addition, value securities, at times, may not perform as well as growth securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Portfolio Managers. Information about the portfolio managers primarily responsible for overseeing each Acquiring Funds investments is shown below. Each Acquiring Funds Statement of Additional Information (SAI) provides additional information about the portfolio managers, including information relating to compensation, other accounts managed by the portfolio managers, and ownership by the portfolio managers of Acquiring Fund shares. It is expected that the current portfolio managers of certain Target Funds will become employees of Columbia and serve as portfolio managers to the corresponding Acquiring Fund, as indicated below.
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Columbia Integrated Large Cap Value Fund
Portfolio Manager |
Title | Role with Fund | Since | |||||||||
Ernesto Ramos, Ph.D. |
| |||||||||||
J.P. Gurnee |
| |||||||||||
Jason C. Hans |
|
Dr. Ramos is expected to join Columbia in December 2021. He is currently the Head of Disciplined Equity and Chief Investment Officer of BMO AM, which he joined in 2005.
Mr. Gurnee is expected to join Columbia in December 2021. He is currently a Vice President and Portfolio Manager at BMO AM, which he joined in 2018. He was an analyst at Northern Trust from 2016-2018 and at Calamos Investments from 2014-2016. Mr. Gurnee is a CFA Charterholder.
Mr. Hans is expected to join Columbia in December 2021. He is currently a Director and Portfolio Manager at BMO AM, which he joined in 2008. He is a CFA Charterholder.
Columbia Integrated Large Cap Growth Fund
Portfolio Manager |
Title | Role with Fund | Since | |||||||||
Ernesto Ramos, Ph.D. |
[● | ] | [● | ] | | |||||||
J.P. Gurnee |
[● | ] | [● | ] | | |||||||
Jason C. Hans |
[● | ] | [● | ] | |
Dr. Ramos is expected to join Columbia in December 2021. He is currently the Head of Disciplined Equity and Chief Investment Officer of BMO AM, which he joined in 2005.
Mr. Gurnee is expected to join Columbia in December 2021. He is currently a Vice President and Portfolio Manager at BMO AM, which he joined in 2018. He was an analyst at Northern Trust from 2016-2018 and at Calamos Investments from 2014-2016. Mr. Gurnee is a CFA Charterholder.
Mr. Hans is expected to join Columbia in December 2021. He is currently a Director and Portfolio Manager at BMO AM, which he joined in 2008. He is a CFA Charterholder.
Columbia Integrated Small Cap Growth Fund
Portfolio Manager |
Title | Role with Fund | Since | |||||||||
Ernesto Ramos, Ph.D. |
[● | ] | [● | ] | | |||||||
J.P. Gurnee |
[● | ] | [● | ] | | |||||||
Jason C. Hans |
[● | ] | [● | ] | |
Dr. Ramos is expected to join Columbia in December 2021. He is currently the Head of Disciplined Equity and Chief Investment Officer of BMO AM, which he joined in 2005.
Mr. Gurnee is expected to join Columbia in December 2021. He is currently a Vice President and Portfolio Manager at BMO AM, which he joined in 2018. He was an analyst at Northern Trust from 2016-2018 and at Calamos Investments from 2014-2016. Mr. Gurnee is a CFA Charterholder.
Mr. Hans is expected to join Columbia in December 2021. He is currently a Director and Portfolio Manager at BMO AM, which he joined in 2008. He is a CFA Charterholder.
Columbia Pyrford International Stock Fund
Portfolio Manager |
Title | Role with Fund | Since | |||||||||
Tony Cousins, CFA |
[● | ] | [● | ] | | |||||||
Daniel McDonagh, CFA |
[● | ] | [● | ] | | |||||||
Paul Simons, CFA |
[● | ] | [● | ] | |
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Mr. Cousins joined Pyrford in 2011. He currently serves as Pyfords Chief Executive Officer, Chief Investment Officer and is a member of the Investment Strategy Committee.
Mr. McDonagh joined Pyrford in 1997. He currently serves as Pyrfords Head of Portfolio Management, Europe & UK, and is a member of the Investment Strategy Committee.
Mr. Simons joined Pyrford in 1996. He currently serves as Pyrfords Head of Portfolio Management, Asia-Pacific, and is a member of the Investment Strategy Committee.
Columbia Ultra Short Municipal Bond Fund
Portfolio Manager |
Title |
Role with Fund |
Since | |||||
Catherine Stienstra |
Senior Portfolio Manager and Head of Municipal Bond Investments | Co-Portfolio Manager | | |||||
Anders Myhran |
Senior Portfolio Manager | Co-Portfolio Manager | |
Ms. Stienstra joined the Investment Manager in 2007 as a senior portfolio manager. Ms. Stienstra began her investment career in 1988 and earned a B.A. from the University of Nebraska.
Mr. Myhran joined the Investment Manager in 1992. Mr. Myhran began his investment career in 1992 and earned a B.A. in business with majors in finance and quantitative analysis from the University of Wisconsin.
Additional Investment Strategies and Policies. This section describes certain investment strategies and policies that each Acquiring Fund may utilize in pursuit of its investment objective and some additional factors and risks involved with investing in the Fund.
Investment Guidelines
As a general matter, and except as specifically described in the discussion of an Acquiring Funds principal investment strategies in this Combined Proxy Statement/Prospectus or as otherwise required by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, whenever an investment policy or limitation states a percentage of the Acquiring Funds assets that may be invested in any security or other asset or sets forth a policy regarding an investment standard, compliance with that percentage limitation or standard will be determined solely at the time of the Acquiring Funds investment in the security or asset.
Holding Other Kinds of Investments
Each Acquiring Fund may hold other investments that are not part of its principal investment strategies. These investments and their risks are described below and/or in the Acquiring Funds SAI. The Acquiring Fund may choose not to invest in certain securities described herein and in the Acquiring Funds SAI, although it has the ability to do so. Information on the Acquiring Funds holdings can be found in the Acquiring Funds shareholder reports or by visiting columbiathreadneedleus.com.
Transactions in Derivatives
Each Acquiring Fund may enter into derivative transactions or otherwise have exposure to derivative transactions through underlying investments. Derivatives are financial contracts whose values are, for example, based on (or derived from) traditional securities (such as a stock or bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as the Secured Overnight Financing Rate (commonly known as SOFR) or the London Interbank Offered Rate (commonly known as LIBOR)) or market indices (such as the Standard & Poors 500® Index). The use of derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Derivatives involve special risks and may result in losses or may limit an Acquiring Funds potential gain from favorable market movements. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing an Acquiring Fund to lose more money than it would have lost had it invested in the underlying security or other asset directly. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result in increased volatility in the value of the derivative and/or the Acquiring Funds shares, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders holding shares in a taxable account.
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Other risks arise from an Acquiring Funds potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Acquiring Funds derivative positions at times when the Acquiring Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Acquiring Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. These changes could restrict and/or impose significant costs or other burdens upon the Acquiring Funds participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the applicable Acquiring Funds SAI.
LIBOR Phase-Out Risk. Many derivatives and other financial instruments utilize or are permitted to utilize a floating interest rate based on LIBOR. On July 27, 2017, the United Kingdoms Financial Conduct Authority (FCA) announced its intention to phase out the use of LIBOR by the end of 2021. The FCA and the ICE Benchmark Administration have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It is possible that a subset of LIBOR settings will be published after these dates on a synthetic basis, but any such publications would be considered non-representative of the underlying market. The interest rate benchmark(s) that will replace LIBOR in the capital markets remains uncertain, and the overall economic impact of the transition away from LIBOR cannot yet be determined. Columbia monitors the Funds LIBOR exposure risks, including the extent to which any derivative and/or debt investments allow for the utilization of alternative rate(s) to LIBOR.
Investing in Affiliated Funds
Columbia or an affiliate serves as investment adviser to mutual funds using the Columbia brand (Columbia Funds), including those that are structured as fund-of-funds, and provides asset-allocation services to (i) shareholders by investing in shares of other Columbia Funds, which may include each Acquiring Fund (collectively referred to in this section as Underlying Funds), and (ii) discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in Underlying Funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and Columbia seeks to balance potential conflicts of interest between the affiliated products and the Underlying Funds in which they invest. The affiliated products investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds, because the affiliated products may own substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its fixed costs would be spread over a smaller asset base. Because of large positions of certain affiliated products, the Underlying Funds may experience relatively large inflows and outflows of cash due to affiliated products purchases and sales of Underlying Fund shares.
Although Columbia or its affiliate may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying Funds may experience increased expenses as they buy and sell portfolio securities to manage the cash flow effect related to these transactions. Further, when Columbia or its affiliate structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, those affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption activity), for shares of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by affiliated products within a short period of time could require the Underlying Fund to liquidate positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. In order to meet such redemptions, an Underlying Fund may be forced to sell its liquid (or more liquid) positions, leaving the Underlying Fund holding, post-redemption, a relatively larger position in illiquid investments (any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment) or less liquid securities. Substantial redemptions may also adversely affect the ability of the Underlying Fund to implement its investment strategy. Columbia or its affiliate also has a conflict of interest in determining the allocation of affiliated products assets among the Underlying Funds, as it earns different fees from the various Underlying Funds.
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Investing in Money Market Funds
Each Acquiring Fund may invest cash in, or hold as collateral for certain investments, shares of registered or unregistered money market funds, including funds advised by Columbia or its affiliates. These funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Each Acquiring Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Acquiring Fund may invest.
Lending of Portfolio Securities
Each Acquiring Fund may lend portfolio securities to broker-dealers or other financial intermediaries on a fully collateralized basis in order to earn additional income. An Acquiring Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral after the loan is made or recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral. The Acquiring Funds currently do not participate in the securities lending program but the Acquiring Trust may determine to renew participation in the future. For more information on lending of portfolio securities and the risks involved, see the applicable Acquiring Funds SAI and the annual and semiannual reports to shareholders.
Investing Defensively
Each Acquiring Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Acquiring Funds principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or cash equivalents. Each Acquiring Fund may take such defensive investment positions for as long a period as deemed necessary. Each Acquiring Fund may not achieve its investment objective while it is investing defensively. Investing defensively may adversely affect Acquiring Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Acquiring Fund performance. See also Investing in Money Market Funds above for more information.
Other Strategic and Investment Measures
Each Acquiring Fund may also from time to time take temporary portfolio positions that may or may not be consistent with the Acquiring Funds principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in derivatives, such as forward contracts, futures contracts, options, structured investments and swaps, for various purposes, including among others, investing in particular derivatives in seeking to reduce investment exposures, or in seeking to achieve indirect investment exposures, to a sector, country, region or currency where Columbia believes such positioning is appropriate. Each Acquiring Fund may take such portfolio positions for as long a period as deemed necessary. While the Acquiring Fund is so positioned, derivatives could comprise a substantial portion of the Acquiring Funds investments and the Acquiring Fund may not achieve its investment objective. Investing in this manner may adversely affect Acquiring Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Acquiring Fund performance. For information on the risks of investing in derivatives, see Transactions in Derivatives above.
Portfolio Holdings Disclosure
The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Fund. A description of these policies and procedures is included in the applicable Acquiring Funds SAI. Fund policy generally permits the disclosure of portfolio holdings information on the Funds website (columbiathreadneedleus.com) only after a certain amount of time has passed, as described in the applicable Acquiring Funds SAI.
Purchases and sales of portfolio securities can take place at any time, so the portfolio holdings information available on the Funds website may not always be current.
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eDelivery and Mailings to Households
In order to reduce shareholder expenses, each Acquiring Fund may mail only one copy of the Acquiring Funds prospectus and each annual and semiannual report to those addresses shared by two or more accounts. If you wish to receive separate copies of these documents, call 800.345.6611 or, if your shares are held through a financial intermediary, contact your intermediary directly. Additionally, you may elect to enroll in eDelivery to receive electronic versions of these documents, as well as quarterly statements and supplements, by logging into your account at https://www.columbiathreadneedleus.com/investor/.
Cash Flows
The timing and magnitude of cash inflows from investors acquiring Fund shares could prevent the Acquiring Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to shareholders redeeming Acquiring Fund shares could require the Acquiring Fund to sell portfolio securities at less than opportune times or to hold ready reserves of uninvested cash in amounts larger than might otherwise be the case to meet shareholder redemptions. Either situation could adversely impact an Acquiring Funds performance.
Understanding Annual Fund Operating Expenses
Each Acquiring Funds annual operating expenses, as presented in the Annual Fund Operating Expenses table in the Summary sections of this Combined Proxy Statement/Prospectus reflect the Acquiring Funds fee arrangements as of the date of this Combined Proxy Statement/Prospectus and are based on estimated expenses to be incurred by an Acquiring Fund. In general, an Acquiring Funds expense ratios will increase as its net assets decrease, such that an Acquiring Funds actual expense ratios may be higher than the expense ratios presented in the Annual Fund Operating Expenses table if assets fall. As applicable, any commitment by Columbia and/or its affiliates to waive fees and/or cap (reimburse) expenses is expected, in part, to limit the impact of any increase in an Acquiring Funds expense ratios that would otherwise result because of a decrease in an Acquiring Funds assets in the current fiscal year. An Acquiring Funds annual operating expenses are comprised of (i) investment management fees, (ii) distribution and/or service fees, and (iii) other expenses. Management fees do not vary by class, but distribution and/or service fees and other expenses may vary by class.
Fee Waiver/Expense Reimbursement Arrangements and Impact on Past Performance
FUNDamentalsTM |
Other Expenses
Other expenses consist of the fees an Acquiring Fund pays to its custodian, transfer agent, auditors, lawyers and trustees, costs relating to compliance and miscellaneous expenses. Generally, these expenses are allocated on a pro rata basis across all share classes. These fees include certain sub-transfer agency and shareholder servicing fees. Transfer agency fees and certain shareholder servicing fees, however, are class specific. They differ by share class because the shareholder services provided to each share class may be different. Accordingly, the differences in other expenses among share classes are primarily the result of the different transfer agency and shareholder servicing fees applicable to each share class. For more information on these fees, see Section E. Additional Information Applicable to the Acquiring Funds Financial Intermediary Compensation. |
Columbia and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below) through the dates indicated below, unless sooner terminated at the sole discretion of the Columbia Funds Board, so that an Acquiring Funds net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Acquiring Funds custodian, do not exceed the annual rates as set forth in the tables below. Each Acquiring Fund offers additional classes besides those disclosed in the tables below; however, the tables below only provide information for those classes that are involved in the Reorganizations.
Columbia Integrated Large Cap Value Fund (through December 31, 2023) |
Expense Cap | |||
Class A |
0.80 | % | ||
Class Adv |
0.55 | % | ||
Class Inst3 |
0.40 | % |
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Columbia Integrated Large Cap Growth Fund (through December 31, 2023) |
Expense Cap | |||
Class A |
0.80 | % | ||
Class Adv |
0.55 | % | ||
Class Inst3 |
0.40 | % |
Columbia Integrated Small Cap Growth Fund (through December 31, 2023) |
Expense Cap | |||
Class A |
1.27 | % | ||
Class Adv |
1.02 |
Columbia Pyrford International Stock Fund (through December 31, 2023) |
Expense Cap | |||
Class A |
1.17 | % | ||
Class Adv |
0.92 | % | ||
Class Inst3 |
0.75 | % |
Columbia Ultra Short Municipal Bond Fund (through December 31, 2023) |
Expense Cap | |||
Class A |
0.51 | % | ||
Class Adv |
0.36 | % |
Under the agreement, the following fees and expenses are excluded from an Acquiring Funds operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Acquiring Fund, if applicable: taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and ETFs), 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 Columbia Funds Board. This agreement may be modified or amended only with approval from all parties.
Effect of Fee Waivers and/or Expense Reimbursements on Past Performance. Each Acquiring Funds returns shown in the Performance Information section of this Combined Proxy Statement/Prospectus reflect the effect of any fee waivers and/or reimbursements of Acquiring Fund expenses by Columbia and/or any of its affiliates that were in place during the performance period shown. Without such fee waivers/expense reimbursements, the Acquiring Funds returns might have been lower.
Primary Service Providers
The Acquiring Funds enter into contractual arrangements (Service Provider Contracts) with various service providers, including, among others, Columbia, Columbia Management Investment Distributors, Inc. (the Distributor), Columbia Management Investment Services Corp. (the Transfer Agent) and the Acquiring Funds custodian. Each Acquiring Funds Service Provider Contracts are solely among the parties thereto. Shareholders are not parties to, or intended to be third-party beneficiaries of, any Service Provider Contracts. Further, neither an Acquiring Funds prospectus, SAI or any Service Provider Contracts are intended to give rise to any agreement, duty, special relationship or other obligation between an Acquiring Fund and any investor, or give rise to any contractual, tort or other rights in any individual shareholder, group of shareholders or other person, including any right to assert a fiduciary or other duty, enforce the Service Provider Contracts against the parties or to seek any remedy thereunder, either directly or on behalf of the Acquiring Fund. Nothing in the previous sentence should be read to suggest any waiver of any rights under federal or state securities laws.
Columbia, the Distributor, and the Transfer Agent are all affiliates of Ameriprise Financial. They and their affiliates currently provide key services, including investment advisory, administration, distribution, shareholder servicing and transfer agency services, to the Acquiring Funds and various other funds, including the Columbia Funds, and are paid for providing these services. These service relationships are described below.
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The Investment Manager
Columbia is located at 290 Congress Street, Boston, MA 02210 and serves as investment adviser and administrator to the Acquiring Funds. Columbia is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial. Columbias management experience covers all major asset classes, including equity securities, debt instruments and money market instruments. In addition to serving as an investment adviser to traditional mutual funds, ETFs and closed-end funds, Columbia acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries.
Subject to oversight by the Acquiring Trust, Columbia manages the day-to-day operations of each Acquiring Fund, determining what securities and other investments each Acquiring Fund should buy or sell and executing portfolio transactions. Columbia may use the research and other capabilities of its affiliates and third parties in managing the Acquiring Funds investments. Columbia is also responsible for overseeing the administrative operations of the Acquiring Funds, including the general supervision of each Acquiring Funds operations, the coordination of the Acquiring Funds other service providers and the provision of related clerical and administrative services.
The SEC has issued an order that permits Columbia, subject to the approval of the Acquiring Trust, to appoint unaffiliated subadvisers by entering into subadvisory agreements with them, and to change in material respects the terms of those subadvisory agreements, including the fees paid thereunder, for an Acquiring Fund without first obtaining shareholder approval, thereby avoiding the expense and delays typically associated with obtaining shareholder approval. An Acquiring Fund is required to furnish shareholders with information about new subadvisers retained in reliance on the order within 90 days after hiring the subadviser. Columbia and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Acquiring Trust to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, Columbia discloses to the Acquiring Trust the nature of any such material relationships. At present, Columbia has not engaged any investment subadviser for any of the Acquiring Funds.
Each Acquiring Fund pays Columbia a fee for its management services, which include investment advisory services and administrative services. The fee is calculated as a percentage of the daily net assets of the Acquiring Fund and is paid monthly.
A discussion regarding the basis for the Columbia Funds Board approving the adoption of the Acquiring Funds management agreement will be available in the Funds [●] report to shareholders for the fiscal [●] ended [●].
The Distributor
Shares of each Acquiring Fund are distributed by Columbia Management Investment Distributors, Inc., which is located at 290 Congress Street, Boston, MA 02210. The Distributor is a registered broker-dealer and an indirect, wholly-owned subsidiary of Ameriprise Financial. The Distributor and its affiliates may pay commissions, distribution and service fees and/or other compensation to entities, including Ameriprise Financial affiliates, for selling shares and providing services to investors.
The Transfer Agent
Columbia Management Investment Services Corp. is a registered transfer agent and wholly-owned subsidiary of Ameriprise Financial. The Transfer Agent is located at 290 Congress Street, Boston, MA 02210, and its responsibilities include processing purchases, redemptions and exchanges of Acquiring Fund shares, calculating and paying distributions, maintaining shareholder records, preparing account statements and providing customer service. The Transfer Agent has engaged DST Asset Manager Solutions, Inc. to provide various shareholder or sub-transfer agency services. In addition, the Transfer Agent enters into agreements with various financial intermediaries through which you may hold Acquiring Fund shares, pursuant to which the Transfer Agent pays these financial intermediaries for providing certain shareholder services. Depending on the type of account, each Acquiring Fund pays the Transfer Agent a per account fee or a fee based on the assets invested through omnibus accounts, and reimburses the Transfer Agent for certain out-of-pocket expenses, including certain payments to financial intermediaries through which shares are held.
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Other Roles and Relationships of Ameriprise Financial and its Affiliates Certain Conflicts of Interest
Columbia, the Distributor and the Transfer Agent, all affiliates of Ameriprise Financial, provide various services to the Acquiring Funds and other Columbia Funds for which they are compensated. Ameriprise Financial and its other affiliates may also provide other services to these funds and be compensated for them.
Columbia and its affiliates may provide investment advisory and other services to other clients and customers substantially similar to those provided to the Acquiring Funds. These activities, and other financial services activities of Ameriprise Financial and its affiliates, may present actual and potential conflicts of interest and introduce certain investment constraints.
Ameriprise Financial is a major financial services company, engaged in a broad range of financial activities beyond the fund-related activities of Columbia, including, among others, insurance, broker-dealer (sales and trading), asset management, banking and other financial activities. These additional activities may involve multiple advisory, financial, insurance and other interests in securities and other instruments, and in companies that issue securities and other instruments, that may be bought, sold or held by the Acquiring Funds.
Conflicts of interest and limitations that could affect an Acquiring Fund may arise from, for example, the following:
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compensation and other benefits received by Columbia and other Ameriprise Financial affiliates related to the management/administration of an Acquiring Fund and the sale of its shares; |
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the allocation of, and competition for, investment opportunities among the Acquiring Funds, other funds and accounts advised/managed by Columbia and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
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separate and potentially divergent management of an Acquiring Fund and other funds and accounts advised/ managed by Columbia and other Ameriprise Financial affiliates; |
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regulatory and other investment restrictions on investment activities of Columbia and other Ameriprise Financial affiliates and accounts advised/managed by them; |
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insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which an Acquiring Fund invests; and |
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regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including Columbia, and an Acquiring Fund. |
Columbia and Ameriprise Financial have adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no assurance that these policies, procedures and disclosures will be effective.
Additional information about Ameriprise Financial and the types of conflicts of interest and other matters referenced above is set forth in the Investment Management and Other Services Other Roles and Relationships of Ameriprise Financial and its Affiliates Certain Conflicts of Interest section of each Acquiring Funds SAI. Investors should carefully review these disclosures and consult with their financial advisor if they have any questions.
Certain Legal Matters
Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Acquiring Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Acquiring Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Acquiring Funds. Information regarding certain pending and settled legal proceedings may be found in the Acquiring Funds shareholder reports and SAIs. Additionally, Ameriprise Financial is required to make quarterly (10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at sec.gov.
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Columbia Fund Shares
The Acquiring Funds generally share the same policies and procedures for investor services, as described below. Not all of the Acquiring Funds offer every class of shares. The Acquiring Funds offers share classes as set forth in the Capitalization tables above in Section A Proposals 1-7: Reorganization Proposals Capitalization.
Acquiring Funds Contact Information. Additional information about the Acquiring Funds, including sales charges and other class features and policies, can be obtained, free of charge, at https://www.columbiathreadneedleus.com/, by calling toll-free 800.345.6611, or by writing (regular mail) to Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121- 9104 or (express mail) Columbia Management Investment Services Corp., c/o DST Asset Manager Solutions, Inc., 430 W. 7th Street, Suite 219104, Kansas City, MO 64105-1407.
FUNDamentalsTM |
Financial Intermediaries
The term financial intermediary refers to the selling and servicing agents that are authorized to sell and/or service shares of the Acquiring Funds. Financial intermediaries include broker-dealers and financial advisors as well as firms that employ broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisers, third party administrators and other firms in the financial services industry.
Omnibus Accounts
The term omnibus account refers to a financial intermediarys account with an Acquiring Fund (held directly through the Transfer Agent) that represents the combined holdings of, and transactions in, Acquiring Fund shares of one or more clients of the financial intermediary (beneficial Fund shareholders). Omnibus accounts are held in the name of the financial intermediaries and not in the name of the beneficial Acquiring Fund shareholders invested in the Acquiring Fund through omnibus accounts.
Retirement Plans and Omnibus Retirement Plans
The term retirement plan refers to retirement plans created under Sections 401(a), 401(k), 457 and 403(b) of the Internal Revenue Code of 1986, as amended (the Code), and non-qualified deferred compensation plans governed by Section 409A of the Code and similar plans, but does not refer to individual retirement plans, such as traditional IRAs and Roth IRAs. The term omnibus retirement plan refers to a retirement plan that has a plan-level or omnibus account with the Transfer Agent.
Networked Accounts
Networking, offered by the Depository Trust & Clearing Corporations Wealth Management Services (WMS), is the industry standard IT system for mutual fund account reconciliation and dividend processing.
Summary of Share Class Features. Each share class of the Acquiring Funds has its own investment eligibility criteria, cost structure and other features. You may not be eligible to invest in every share class. Your financial intermediary may not make every share class available or may cease to make available one or more share classes of an Acquiring Fund. The share class you select through your financial intermediary may have higher fees and/or sales charges than other classes of shares available through other financial intermediaries. An investor transacting in a class of Acquiring Fund shares without any front-end sales charge, contingent deferred sales charge (CDSC), or other asset-based fee for sales or distribution, such as a Rule 12b-1 fee, may be required to pay a commission to the financial intermediary for effecting such transactions. Each investors personal situation is different and you may wish to discuss with your financial intermediary the share classes an Acquiring Fund offers, which share classes are available to you and which share class(es) is/are appropriate for you. In all instances, it is your responsibility to notify your financial intermediary or (for Direct-at-Fund Accounts, as defined below) an Acquiring Fund at the time of purchase of any relationship or other facts that may qualify you for sales charge waivers or discounts. Each of the Acquiring Funds, the Distributor and the Transfer Agent do not provide investment advice or make recommendations regarding Acquiring Fund share classes. Your financial intermediary may provide advice and recommendations to you, such as which share class(es) is/are appropriate for you.
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When deciding which class of shares to buy, you should consider, among other things:
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The amount you plan to invest. |
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How long you intend to remain invested in an Acquiring Fund. |
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The fees (e.g., sales charge or load) and expenses for each share class. |
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Whether you may be eligible for a reduction or waiver of sales charges when you buy or sell shares. |
FUNDamentalsTM |
Front-End Sales Charge Calculation
The front-end sales charge is calculated as a percentage of the offering price.
The net asset value (NAV) per share is the price of a share calculated by each Acquiring Fund every business day. The offering price per share is the NAV per share plus any front-end sales charge (or load) that applies.
The dollar amount of any applicable front-end sales charge is the difference between the offering price of the shares you buy and the NAV of those shares. To determine the front-end sales charge you will pay when you buy Class A shares, each Acquiring Fund will add the amount of your investment to the value of your account (and any other accounts eligible for aggregation of which you or your financial intermediary notifies the Fund) and base the sales charge on the aggregate amount. For information on account value aggregation, sales charge waivers and other important information, see Choosing a Share Class Reductions/Waivers of Sales Charges
FUNDamentalsTM |
Contingent Deferred Sales Charge
A contingent deferred sales charge (CDSC) is a sales charge applied at the time you sell your shares, unlike a front-end sales charge that is applied at the time of purchase. A CDSC can vary based on the length of time that you have held your shares. A CDSC is applied to the NAV at the time of your purchase or sale, whichever is lower, and will not be applied to any shares you receive through Acquiring Fund distribution reinvestments or any amount that represents appreciation in the value of your shares. For purposes of calculating a CDSC, the start of the holding period is generally the first day of the month in which your purchase was made.
When you place an order to sell shares of a class that has a CDSC, the Acquiring Fund will first redeem any shares that are not subject to a CDSC, followed by those you have held the longest. This means that if a CDSC is imposed, you cannot designate the individual shares being redeemed for U.S. federal income tax purposes. You should consult your tax advisor about the tax consequences of investing in the Acquiring Fund. In certain circumstances, the CDSC may not apply. See Choosing a Share Class Reductions/Waivers of Sales Charges for details.
The sales charge reductions and waivers available to investors who purchase and hold their Acquiring Fund shares through different financial intermediaries may vary. Appendix A describes financial intermediary-specific reductions and/or waiver policies. A shareholder transacting in Acquiring Fund shares through a financial intermediary identified in Appendix A should carefully read the terms and conditions of Appendix A. A reduction and/or waiver that is specific to a particular financial intermediary is not available to Direct-at-Fund Accounts, as defined below, or through another financial intermediary. The information in Appendix A may be provided by, or compiled from or based on information provided by the financial intermediaries identified in Appendix A. To obtain additional information regarding any sales charge reduction and/or waiver described in Appendix A, and to ensure that you receive any such reductions or waivers that may be available to you, please consult your financial intermediary.
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Sales Charges and Commissions. Sales charges, commissions, and distribution fees compensate financial intermediaries (typically your financial advisor) for selling shares to you, and service fees compensate financial intermediaries for maintaining and servicing the shares held in your account with them. Distribution and service fees are discussed in a separate sub-section below. Depending on which share class you choose and the financial intermediary through which you purchase your shares, you may pay these charges at potentially different levels at the outset as a front-end sales charge, at the time you sell your shares as a CDSC and/or over time in the form of distribution and/or service fees.
As described in more detail below, Class A shares have a front-end sales charge, which is deducted from your purchase price when you buy your shares, and results in a smaller dollar amount being invested in an Acquiring Fund than the purchase price you pay (unless you qualify for a waiver or reduction of the sales charge). Each Acquiring Funds other share classes do not have a front-end sales charge, so the full amount of your purchase price is invested in those classes. Class A shares have lower ongoing distribution and/or service fees than Class C and Class R shares of an Acquiring Fund. Over time, Class C and Class R shares can incur distribution and/or service fees that are equal to or more than the front-end sales charge and the distribution and/or service fees you would pay for Class A shares.
Although the full amount of your purchase price of Class C and Class R shares is invested in an Acquiring Fund, your return on this money will be reduced by the expected higher annual expenses of Class C and Class R shares. In this regard, note that Class C shares will generally automatically convert to Class A shares of the same Acquiring Fund in the month of or the month following the 10-year anniversary of the Class C shares purchase date. Each Acquiring Fund may convert Class C shares held through a financial intermediary to Class A shares sooner in connection with the withdrawal of Class C shares of the Acquiring Fund from the financial intermediarys platform or accounts. No sales charge or other charges will apply in connection with such conversions, and conversions are free from U.S. federal income tax. Once your Class C shares convert to Class A shares, your total returns from an investment in an Acquiring Fund may increase as a result of the lower operating costs of Class A shares, Class Adv, Class Inst, Class Inst2 and Class Inst3 shares of the Acquiring Fund do not have distribution and/or service fees.
Whether the ultimate cost is higher for one share class over another depends on the amount you invest, how long you hold your shares, the fees (i.e., sales charges) and expenses of the class and whether you are eligible for reduced or waived sales charges, if available. You are responsible for choosing the share class most appropriate for you after taking into account your share class eligibility, class-specific features, and any applicable reductions in, or waivers of, sales charges. For more information, see Choosing a Share Class Reductions/Waivers of Sales Charges. We encourage you to consult with a financial advisor who can help you with your investment decisions. Please contact your financial intermediary for more information about services, fees and expenses, and other important information about investing in an Acquiring Fund, as well as with any questions you may have about your investing options. In all instances, it is your responsibility to notify your financial intermediary or (for Direct-at-Fund Accounts, as defined below), an Acquiring Fund at the time of purchase of any relationship or other facts that may qualify you for sales charge waivers or discounts.
Class A Shares Front-End Sales Charge. Unless your purchase qualifies for a waiver (e.g., you buy the shares through reinvested Acquiring Fund dividends or distributions or subject to an applicable financial intermediary-specific waiver), you will pay a front-end sales charge when you buy Class A shares, resulting in a smaller dollar amount being invested in a Fund than the purchase price you pay. The Class A shares sales charge is waived on Class C shares converted to Class A shares. For more information about sales charge waivers and reduction opportunities, see Choosing a Share Class Reductions/Waivers of Sales Charges and Appendix A.
The Distributor receives the sales charge and re-allows (or pays) a portion of the sales charge to the financial intermediary through which you purchased the shares. The Distributor retains the balance of the sales charge. The Distributor retains the full sales charge you pay when you purchase shares of an Acquiring Fund directly from the Acquiring Fund (through the Transfer Agent, rather than through a financial intermediary).
The front-end sales charge you will pay on Class A shares:
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depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
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is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you or your financial intermediary notifies an Acquiring Fund). |
The tables below present the front-end sales charge as a percentage of both the offering price and the net amount invested.
Class A Shares Front-End Sales Charge Breakpoint Schedule (Columbia Integrated Large Cap Value Fund, Columbia Integrated Large Cap Growth Fund, Columbia Integrated Small Cap Growth Fund and Columbia Pyrford International Stock Fund).*
Dollar amount of shares bought(a) |
Sales charge as a %
of the offering price(b) |
Sales charge as a % of
the net amount invested(b) |
Amount retained by or paid
to financial intermediaries as a % of the offering price |
|||||||||
$0 $49,999 |
5.75 | % | 6.10 | % | 5.00 | % | ||||||
$50,000 $99,999 |
4.50 | % | 4.71 | % | 3.75 | % | ||||||
$100,000 $249,999 |
3.50 | % | 3.63 | % | 3.00 | % | ||||||
$250,000 $499,999 |
2.50 | % | 2.56 | % | 2.15 | % | ||||||
$500,000 $999,999 |
2.00 | % | 2.04 | % | 1.75 | % | ||||||
$1,000,000 or more |
0.00 | % | 0.00 | % | 0.00 | %(c) |
* |
Columbia Ultra Short Municipal Bond Fund is not subject to a front-end sales charge or CDSC on Class A shares. |
(a) |
Purchase amounts and account values may be aggregated among all eligible Fund accounts for the purposes of this table. See Choosing a Share Class Reductions/Waivers of Sales Charges for a discussion of account value aggregation. |
(b) |
Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. Purchase price includes the sales charge. |
(c) |
For information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class A shares, see Class A Shares Commissions below. |
Class A Shares CDSC. In some cases, youll pay a CDSC if you sell Class A shares that you purchased without a front-end sales charge.
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If you purchased Class A shares of any Acquiring Fund (other than Columbia Ultra Short Municipal Bond Fund) without paying a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase; and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within 18 months after purchase as described in the previous sentence. |
Class A Shares Commissions. The Distributor may pay your financial intermediary an up-front commission when you buy Class A shares. The Distributor generally funds the commission through the applicable sales charge you paid. For more information, see Class A Shares Front-End Sales Charge above.
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The Distributor may also pay your financial intermediary a cumulative commission when you buy Class A shares in amounts not subject to a front-end sales charge, according to the following schedules (assets initially purchased into Class A shares of a Fund that were purchased without the application of a front-end sales charge are excluded for purposes of calculating a financial intermediarys commission under these schedules):
Class A Shares Commission Schedule (Paid by the Distributor to Financial Intermediaries) for Acquiring Funds Other than Columbia Ultra Short Municipal Bond Fund
Purchase Amount |
Commission Level*
(as a % of net asset value per share) |
|||
$1 million $2,999,999 |
1.00 | % | ||
$3 million $49,999,999 |
0.50 | % | ||
$50 million or more |
0.25 | % |
* |
The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 1.00% on the first $2,999,999 and 0.50% on the balance. |
Reductions/Waivers of Sales Charges. The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly from an Acquiring Fund (i.e., a Direct-at-Fund Account, as defined below) or through a financial intermediary. Financial intermediaries may have different policies and procedures regarding the availability of front-end sales charge and/or CDSC waivers. In all instances, it is your responsibility to notify your financial intermediary or (for Direct-at-Fund Accounts, as defined below) the Acquiring Fund at the time of purchase of any relationship or other facts that may qualify you for sales charge waivers or discounts. In order to obtain waivers and discounts not available through a particular financial intermediary, shareholders will have to purchase Acquiring Fund shares directly from the Acquiring Fund (if permitted) or through a different financial intermediary. For a description of financial intermediary-specific sales charge reductions and/or waivers, see Appendix A.
Class A Shares Front-End Sales Charge Reductions. The Acquiring Funds make available two means of reducing the front-end sales charge that you may pay when you buy Class A shares of an Acquiring Fund. These types of sales charge reductions are also referred to as breakpoint discounts.
First, through the right of accumulation (ROA), you may combine the value of eligible accounts (as described in the Eligible Accounts section below) maintained by you and members of your immediate family to reach a breakpoint discount level and apply a lower front-end sales charge to your purchase. To calculate the combined value of your eligible Acquiring Fund accounts in the particular class of shares, the Acquiring Fund will use the current public offering price per share. For purposes of obtaining a breakpoint discount through ROA, you may aggregate your and your immediate family members ownership (as described in the FUNDamentals box below) of certain classes of shares held in certain account types, as described in the Eligible Accounts section below.
Second, by making a statement of intent to purchase additional shares (commonly referred to as a letter of intent (LOI)), you may pay a lower sales charge on all purchases of Class A shares made within 13 months after the date of your LOI. Your LOI must state the aggregate amount of purchases you intend to make in that 13-month period, which must be at least enough to reach the first (or next) breakpoint of an Acquiring Fund. The required form of LOI may vary by financial intermediary, so please contact them directly for more information. Five percent of the purchase commitment amount will be placed in escrow. At the end of the 13-month period, the shares will be released from escrow, provided that you have invested the commitment amount. If you do not invest the commitment amount by the end of the 13 months, the remaining amount of the unpaid sales charge will be redeemed from the escrowed shares and the remaining balance released from escrow. To calculate the total value of the purchases youve made under an LOI, the Acquiring Fund will use the historic cost (i.e., dollars invested and not current market value) of the shares held in each eligible account; reinvested dividends or capital gains, or purchases made through the reinstatement privilege do not count as purchases made under an LOI. For purposes of making an LOI to purchase additional shares, you may aggregate eligible shares owned by you or your immediate family members in eligible accounts, valued as of the day immediately before the initiation of your LOI.
You must request the reduced sales charge (whether through ROA or an LOI) when you buy shares. If you do not complete and file an LOI, or do not request the reduced sales charge at the time of purchase, you will not be eligible for the reduced sales charge. To obtain a breakpoint discount, you must notify your financial intermediary in writing at the time you buy your shares of each eligible account maintained by you and members of your immediate family, including accounts maintained through different financial intermediaries. You and your financial intermediary are responsible for ensuring that you receive discounts for which you are eligible.
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Please contact your financial intermediary with questions regarding application of the eligible discount to your account. You may be asked by your financial intermediary (or by the Acquiring Funds if you hold your account directly with the Acquiring Funds) for account statements or other records to verify your discount eligibility for new and subsequent purchases, including, when applicable, records for accounts opened with a different financial intermediary and records of accounts established by members of your immediate family.
The sales charge reductions available to investors who purchase and hold their Acquiring Fund shares through different financial intermediaries may vary. For a description of such financial intermediary-specific sales charge reductions, see Appendix A.
FUNDamentalsTM |
Your Immediate Family and Account Value Aggregation
For purposes of obtaining a breakpoint discount for Class A shares, the value of your account will be deemed to include the value of all applicable shares in eligible Fund accounts that are held by you and your immediate family, which includes your spouse, domestic partner, parent, step-parent, legal guardian, child under 21, step-child under 21, father-in-law and mother-in-law, provided that you and your immediate family members share the same mailing address. Group retirement plan accounts are valued at the retirement plan level.
Eligible Accounts. The following accounts are eligible for account value aggregation as described above, provided that they are invested in Class A (excluding, in the case of Direct-at-Fund Accounts, Columbia Funds that do not assess a front-end sales charge, including Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund, Columbia Ultra Short Term Bond Fund and Columbia U.S. Treasury Index Fund, unless such shares were purchased via an exchange from Class A shares of a Fund on which you paid the Class A share applicable front-end sales charge), Class C, Class E, Class Inst or Class V shares of a Fund, or non-retirement plan accounts invested in Class Adv, Class Inst2 or Class Inst3 shares of a Columbia Fund: individual or joint accounts; Roth and traditional Individual Retirement Accounts (IRAs); Simplified Employee Pension accounts (SEPs), Savings Investment Match Plans for Employees of Small Employers accounts (SIMPLEs) and Tax Sheltered Custodial Accounts (TSCAs); Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child; revocable trust accounts for which you or an immediate family member, individually, is the beneficial owner/grantor; accounts held in the name of your, your spouses, or your domestic partners sole proprietorship or single owner limited liability company or S corporation; qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan; and investments in wrap accounts.
The following accounts are not eligible for account value aggregation as described above: accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts); investments in 529 plans, donor advised funds, variable annuities, variable insurance products or managed separate accounts; charitable and irrevocable trust accounts; accounts invested in Class R shares of a Columbia Fund; and retirement plan accounts invested in Class Adv, Class Inst2 or Class Inst3 shares of a Columbia Fund.
Additionally, direct purchases of shares of Columbia Government Money Market Fund may not be aggregated for account value aggregation purposes; however, shares of Columbia Government Money Market Fund acquired by exchange from other Columbia Funds that assess a sales charge may be included in account value aggregation.
Class A Shares Front-End Sales Charge Waivers. There are no front-end sales charges on reinvested Acquiring Fund distributions. The Class A shares sales charge is waived on conversions of Class C shares to Class A shares. The Distributor may waive front-end sales charges on purchases of Class A shares of the Acquiring Funds by certain categories of investors, including Board members, certain employees of financial intermediaries, Acquiring Fund portfolio managers, certain partners and employees of outside legal counsel to the Acquiring Funds
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or the Acquiring Trust, separate accounts of an insurance company exempt from registration as an investment company under Section 3(c)(11) of the 1940 Act, registered broker-dealer firms that have an agreement with the Distributor purchasing Acquiring Fund shares for their investment account only, and qualified employee benefit plan rollovers to Class A shares in the same Acquiring Fund. For a more complete description of categories of investors who may purchase Class A shares of the Acquiring Funds at NAV, without payment of any front-end sales charge that would otherwise apply, see Appendix S to the applicable Acquiring Funds SAI.
In addition, certain types of purchases of Class A shares may be made at NAV. The Distributor may waive front-end sales charges on (i) purchases (including exchanges) of Class A shares in accounts of financial intermediaries that have entered into agreements with the Distributor to offer Acquiring Fund shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to customers; (ii) exchanges of Class Inst shares of an Acquiring Fund for Class A shares of the Acquiring Fund; (iii) purchases of Class A shares on brokerage mutual fund-only platforms of financial intermediaries that have an agreement with the Distributor that specifically authorizes the offering of Class A shares within such platform; (iv) purchases through certain wrap fee or other products or programs that involve fee-based compensation arrangements that have, or clear trades through a financial intermediary that has, a selling agreement with the Distributor; (v) purchases through state sponsored 529 Plans; (vi) purchases through banks, trust companies, and thrift institutions acting as fiduciaries; and (vii) purchases through certain employee benefit plans and certain qualified deferred compensation plans. For a more complete description of these eligible transactions, see Appendix S to the applicable Acquiring Funds SAI.
The sales charge waivers available to investors who purchase and hold their Acquiring Fund shares through different financial intermediaries may vary. For a description of such financial intermediary-specific sales charge waivers, see Appendix A.
CDSC Waivers. You may be able to avoid an otherwise applicable CDSC when you sell Class A shares of an Acquiring Fund. This could happen because of the way in which you originally invested in an Acquiring Fund, because of your relationship with the Acquiring Funds or for other reasons. For example, the CDSC will be waived on redemptions of shares in the event of the shareholders death; for which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase; purchased through reinvestment of dividends and capital gain distributions; that result from required minimum distributions taken from retirement accounts due to the shareholder reaching the qualified age based on IRS regulations; that result from returns of excess contributions made to retirement plans or individual retirement accounts (subject to certain conditions); initially purchased by an employee benefit plan (for Class A shares); in connection with an Acquiring Funds Small Account Policy (which is described in Buying, Selling and Exchanging Shares Transaction Rules and Policies); and by certain other investors and in certain other types of transactions or situations. Restrictions may apply to certain accounts and certain transactions. The Distributor may, in its sole discretion, authorize the waiver of the CDSC for additional classes of investors. An Acquiring Fund may change or cancel these terms at any time. Any change or cancellation applies only to future purchases. For a more complete description of the available waivers of the CDSC on redemptions of Class A or Class C shares, see Appendix S to the applicable Acquiring Funds SAI.
The sales charge waivers available to investors who purchase and hold their Acquiring Fund shares through different financial intermediaries may vary. For a description of such financial intermediary-specific sales charge waivers, see Appendix A.
Repurchases (Reinstatements). You can redeem shares of Class A shares and use such redemption proceeds to buy Class A shares without paying an otherwise applicable sales charge and/or CDSC (other than, in the case of Direct-at-Fund Accounts, redemptions from Columbia Funds that do not assess a front-end sales charge, unless such shares were purchased via an exchange from Class A shares of a Columbia Fund on which you paid the Class A share applicable front-end sales charge) within 90 days, up to the amount of the redemption proceeds.
Any CDSC paid upon redemption of your Class A shares of an Acquiring Fund will not be reimbursed.
To be eligible for the repurchase (or reinstatement) privilege, the purchase must be made into an account for the same owner, but does not need to be into the same Columbia Fund from which the shares were sold. The Transfer Agent, Distributor or their agents must receive a written reinstatement request from you or your financial intermediary within 90 days after the shares are redeemed. The purchase of the repurchase will be made at the NAV of such shares next calculated after the request is received in good form. Systematic withdrawals and purchases are excluded from this policy.
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Restrictions and Changes in Terms and Conditions. Restrictions may apply to certain accounts and certain transactions. The Acquiring Funds and/or the Distributor may change or cancel these terms and conditions at any time. Unless you provide your financial intermediary with information in writing about all of the factors that may count toward available reductions or waivers of an applicable sales charge, there can be no assurance that you will receive all of the reductions and waivers for which you may be eligible. To the extent your Acquiring Fund account is held directly with the Acquiring Fund, you should provide this information to the Acquiring Fund when placing your purchase or redemption order. Please see Appendix A to this Section D and Appendix S of the applicable Acquiring Funds SAI for more information about sales charge waivers.
Distribution and Service Fees. The Acquiring Trust has approved, and the Acquiring Funds have adopted, distribution and/or shareholder service plans which set the distribution and/or service fees that are periodically deducted from the Acquiring Funds assets. These fees are calculated daily, may vary by share class and are intended to compensate the Distributor and/or eligible financial intermediaries for, with regard to distribution fees, selling Acquiring Fund shares and, with regard to service fees, directly or indirectly providing services to shareholders. Because the fees are paid out of the applicable Acquiring Funds assets on an ongoing basis, they will increase the cost of your investment over time.The table below shows the maximum annual distribution and/or service fees (as an annual percentage of average daily net assets) and the combined amount of such fees applicable to each share class:
Distribution Fee | Service Fee | Combined Total | ||||||||||
Class A (other than Columbia Ultra Short Municipal Bond Fund) |
| | 0.25 | %(a) | ||||||||
Class A (Columbia Ultra Short Municipal Bond Fund) |
up to 0.15 | % | up to 0.15 | % | 0.15 | % | ||||||
Class Adv |
None | None | None | |||||||||
Class Inst3 |
None | None | None |
(a) |
The Acquiring Funds pay a combined distribution and service fee. |
The distribution and/or service fees for Class A shares are subject to the requirements of Rule 12b-1 under the 1940 Act. The Distributor may retain these fees otherwise payable to financial intermediaries if the amounts due are below an amount determined by the Distributor in its sole discretion.
For Class A shares, the Distributor begins to pay these fees immediately after purchase, except in the following case, in which the Distributor begins to pay these fees 12 months after purchase: a purchase of Class A shares of $1 million or more for Acquiring Funds other than Columbia Ultra Short Municipal Bond Fund or $500,000 or more for Columbia Ultra Short Municipal Bond Fund that pays a Class A up-front commission to your financial intermediary and the financial intermediary has opted to receive such commission. The Distributors policy to otherwise begin to pay these fees immediately on Class A shares also applies to purchases of Columbia Funds that do not pay an up-front sales commission on Class A shares, which includes Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund, Columbia Ultra Short Term Bond Fund and Columbia U.S. Treasury Index Fund.
Series of CFST II. The maximum fee for services under the distribution and/or shareholder servicing plan for series of CFST II is the lesser of the amount of reimbursable expenses and the fee rates in the table above. If a share class of a series of CFST II has no reimbursable distribution or shareholder servicing expenses, it will suspend the payment of any such fee.
If you maintain shares of an Acquiring Fund directly with the Acquiring Fund, without working with a financial advisor or other financial intermediary, distribution and service fees may be retained by the Distributor as payment or reimbursement for incurring certain distribution and shareholder service related expenses.
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Over time, these distributions and/or service fees will reduce the return on your investment and may cost you more than paying other types of sales charges. An Acquiring Fund will pay these fees to the Distributor and/or to eligible financial intermediaries for as long as the distribution plan and/or shareholder servicing plans continue in effect, which is expected to be indefinitely. However, the Acquiring Funds may reduce or discontinue payments at any time. Your financial intermediary may also charge you other additional fees for providing services to your account, which may be different from those described here.
Financial Intermediary Compensation. The Distributor, Columbia and their affiliates make payments, from their own resources, to financial intermediaries, including other Ameriprise Financial affiliates, for marketing/sales support services relating to the Acquiring Funds (Marketing Support Payments). Such payments are generally based upon one or more of the following factors: average net assets of the Acquiring Funds attributable to that financial intermediary; gross sales of the Acquiring Funds attributable to that financial intermediary; reimbursement of ticket charges (fees that a financial intermediary charges its representatives for effecting transactions in Acquiring Fund shares); or a negotiated lump sum payment. While the financial arrangements may vary for each financial intermediary, Marketing Support Payments to any one financial intermediary are generally between 0.05% and 0.40% on an annual basis for payments based on average net assets of an Acquiring Fund attributable to the financial intermediary, and between 0.01% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Acquiring Funds attributable to the financial intermediary. The Distributor, Columbia and their affiliates may at times make payments with respect to an Acquiring Fund or other Columbia Funds generally on a basis other than those described above, or in larger amounts, when dealing with certain financial intermediaries. Not all financial intermediaries receive Marketing Support Payments. The Distributor, Columbia and their affiliates do not make Marketing Support Payments with respect to Class Inst3 shares.
In addition, the Transfer Agent has certain arrangements in place to compensate financial intermediaries, including other Ameriprise Financial affiliates, that hold Acquiring Fund shares through networked and omnibus accounts, including omnibus retirement plans, for services that they provide to beneficial Fund shareholders (Shareholder Services). Shareholder Services and related fees vary by financial intermediary and according to distribution channel and may include sub-accounting, sub-transfer agency, participant recordkeeping, shareholder or participant reporting, shareholder or participant transaction processing, maintenance of shareholder records, preparation of account statements and provision of customer service, and are not intended to include services that are primarily intended to result in the sale of Fund shares. Payments for Shareholder Services generally are not expected, with certain limited exceptions, to exceed 0.40% of the average aggregate value of the Acquiring Funds shares. Generally, each Acquiring Fund pays the Transfer Agent a per account fee or a percentage of the average aggregate value of shares per annum maintained in omnibus accounts up to the lesser of the amount charged by the financial intermediary or a channel-specific or share class-specific cap established by the Board from time to time. Fee amounts in excess of the amount paid by the Acquiring Fund are borne by the Transfer Agent, Columbia and/ or their affiliates. For Class Inst3 shares, the Transfer Agent does not pay financial intermediaries for Shareholder Services and the Fund does not compensate the Transfer Agent for any Shareholder Services provided by financial intermediaries.
In addition to the payments described above, the Distributor, Columbia and their affiliates typically make other payments or allow promotional incentives to certain broker-dealers to the extent permitted by the SEC and Financial Industry Regulatory Authority rules and by other applicable laws and regulations.
Amounts paid by the Distributor, Columbia and their affiliates are paid out of their own resources and do not increase the amount paid by you or the Acquiring Funds. You can find further details in the applicable Acquiring Funds SAI about the payments made by the Distributor, Columbia and their affiliates, as well as a list of the financial intermediaries, including Ameriprise Financial affiliates, to which the Distributor, Columbia or their affiliates have agreed to make Marketing Support Payments and pay Shareholder Services fees.
Your financial intermediary may charge you fees and commissions in addition to those described herein. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial advisors may have a conflict of interest or financial incentive for recommending an Acquiring Fund or a particular share class over others.
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Share Price Determination. The price you pay or receive when you buy, sell or exchange shares is the Acquiring Funds next determined net asset value (or NAV) per share for a given share class. Each Acquiring Fund calculates the NAV per share for each class of shares of the Acquiring Fund at the end of each business day, with the value of the Acquiring Funds shares based on the total value of all of the securities and other assets that it holds as of a specified time.
FUNDamentalsTM |
NAV Calculation
Each share class of an Acquiring Fund calculates its NAV per share as follows:
[(Value of assets of the share class) (Liabilities of the share class)] / (Number of shares outstanding) = NAV per share
FUNDamentalsTM |
Business Days
A business day is any day that the New York Stock Exchange (NYSE) is open. 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 NYSEs scheduled close. An Acquiring 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 Acquiring 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 Acquiring Trust may approve or ratify. On holidays and other days when the NYSE is closed, each Acquiring Funds NAV is not calculated and the Acquiring Fund does not accept buy or sell orders. However, the value of an Acquiring Funds assets may still be affected on such days to the extent that the Acquiring Fund holds foreign securities that trade on days that foreign securities markets are open.
Equity securities are valued primarily on the basis of market quotations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily on the basis of indicative bids, fixed income investments maturing in 60 days or less are valued primarily using the amortized cost method, unless this methodology results in a valuation that does not approximate the market value of these securities, and those maturing in excess of 60 days are valued primarily using a market-based price obtained from a pricing service, if available. Investments in other open-end funds are valued at their published NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the Acquiring Trust.
If a market price is not readily available or is deemed not to reflect market value, an Acquiring Fund will determine the price of a portfolio security based on a determination of the securitys fair value pursuant to a policy approved by the Acquiring Trust. In addition, an Acquiring Fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Funds share price is calculated. Foreign exchanges typically close before the time at an Acquiring Funds share prices are calculated, and may be closed altogether on days when the Acquiring Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The Acquiring Funds use various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign securitys market price is readily available and reflective of market value and, if not, the fair value of the security. To the extent an Acquiring Fund has significant holdings of small cap stocks, high-yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may be used more frequently than for other funds.
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Fair valuation may have the effect of reducing stale pricing arbitrage opportunities presented by the pricing of Acquiring Fund shares. However, when an Acquiring Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of fair valuation may cause an Acquiring Funds performance to diverge to a greater degree from the performance of various benchmarks used to compare the Acquiring Funds performance because benchmarks generally do not use fair valuation techniques. Because of the judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Acquiring Funds have retained one or more independent fair valuation pricing services to assist in the fair valuation process for foreign securities.
Transaction Rules and Policies. The Acquiring Funds, the Distributor or the Transfer Agent may refuse any order to buy or exchange shares. If this happens, the Acquiring Funds will return any money it received, but no interest will be paid on that money. Your financial intermediary may have rules and policies in place that are in addition to or different than those described below.
Order Processing. Orders to buy, sell or exchange Acquiring Fund shares are processed on business days. Depending upon the class of shares, orders can be made by mail, by telephone or online. Orders received in good form by the Transfer Agent or your financial intermediary before the end of a business day are priced at the NAV per share (plus any applicable sales charge) of the applicable Acquiring Funds applicable share class on that day. Orders received after the end of a business day will receive the next business days NAV per share (plus any applicable sales charge). For Direct-at-Fund Accounts (i.e., accounts established directly with an Acquiring Fund), when a written order to buy, sell or exchange shares is sent to the Transfer Agent, the share price used to fill the order is the next price calculated by the Acquiring Fund after the Transfer Agent receives the transaction request in good form at its transaction processing center (i.e., the Acquiring Funds express mail address), not the P.O. Box provided for regular mail delivery. The market value of an Acquiring Funds investments may change between the time you submit your order and the time the Acquiring Fund next calculates its NAV per share. The business day that applies to your order is also called the trade date.
Good Form. An order is in good form if the Transfer Agent or your financial intermediary has received payment (in the case of purchases) and all of the information and documentation it deems necessary to effect your order. For example, when you sell shares, good form means that your request (i) has complete instructions and written requests include the signatures of all account owners, (ii) is for an amount that is less than or equal to the shares in your account for which payment has been received and collected, (iii) has a Medallion Signature Guarantee for amounts greater than $100,000 and certain other transactions, as described below, and (iv) includes any other required documents completed and attached. For the documents required for sales by corporations, agents, fiduciaries, surviving joint owners and other legal entities, call 800.345.6611.
Medallion Signature Guarantees. The Transfer Agent may require a Medallion Signature Guarantee for your signature in order to process certain transactions, including if: (i) the transaction amount is over $100,000; (ii) you want your check made payable to someone other than the registered account owner(s); (iii) the address of record has changed within the last 30 days; (iv) you want the check mailed to an address other than the address of record; (v) you want proceeds to be sent according to existing bank account instructions not coded for outgoing Automated Clearing House (ACH) or wire, or to a bank account not on file; or (vi) you are changing legal ownership of your account. A Medallion Signature Guarantee helps assure that a signature is genuine and not a forgery. A Medallion Signature Guarantee must be provided by an eligible guarantor institution including, but not limited to, the following: a bank, credit union, savings association, broker or dealer that participates in the Securities Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the NYSE Medallion Signature Program (MSP). For other transactions, the Transfer Agent may require a signature guarantee. Notarization by a notary public is not an acceptable signature guarantee. The Transfer Agent reserves the right to reject a signature guarantee and to request additional documentation for any transaction.
Customer Identification Program. Federal law requires the Acquiring Funds to obtain and record specific personal information to verify your identity when you open an account. This information may include your name, address, date of birth (for individuals) and taxpayer or other government issued identification (e.g., social security number (SSN) or other taxpayer identification number (TIN)). If you fail to provide the requested information, the Acquiring Funds may need to delay the date of your purchase or may be unable to open your account, which may result in a return of your investment monies. In addition, if the applicable Acquiring Fund is unable to verify your identity after your account is open, the Acquiring Fund reserves the right to close your account or take other steps as deemed reasonable. The Acquiring Funds will not be liable for any loss resulting from any purchase delay, application rejection or account closure due to a failure to provide proper identifying information.
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Small Account Policy Class A and Class Inst Share Accounts Below the Minimum Account Balance. The Acquiring Funds generally will automatically sell your shares if the value of your Acquiring Fund account (treating each account of a Fund you own separately from any other account of a Fund you may own) falls below the applicable minimum account balance. Any otherwise applicable CDSC will not be imposed on such an automatic sale of your shares. Generally, you may avoid such an automatic sale by raising your account balance to at least $250 or consolidating your multiple accounts you may have with the Columbia Funds through an exchange (so as to maintain at least $250 in each of your accounts). The minimum account balance varies among share classes and types of accounts, as follows:
Share Class |
Minimum Account Balance |
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For all classes and account types except those listed below | $250 (None for accounts with Systematic Investment Plans) | |
IRAs for all classes except those listed below | None | |
Class Adv, Class Inst2, Class Inst3 and Class R | None |
For shares held directly with the Transfer Agent, if your shares are sold, the Transfer Agent will remit the sale proceeds to you. The Transfer Agent will send you written notification in advance of any automatic sale, which will provide details on how you may avoid such an automatic sale. Generally, you may avoid such an automatic sale by raising your account balance to at least $250, consolidating your multiple accounts you may have with the Funds through an exchange (so as to maintain at least $250 in each of your accounts), or setting up a Systematic Investment Plan (described below). For more information, contact the Transfer Agent or your financial intermediary. The Transfer Agents contact information (toll-free number and mailing addresses) as well as the Acquiring Funds website address can be found at the beginning of the section Choosing a Share Class.
For shares purchased and held for your benefit through a financial intermediary, the Acquiring Funds may instruct the intermediary to automatically sell your Acquiring Fund shares if the transaction can be operationally administered by the intermediary.
Small Account Policy Class A and Class Inst Share Accounts Minimum Balance Fee. If the value of your Fund account (treating each account of a Fund you own separately from any other account of a Fund you may own) falls below the minimum initial investment requirement applicable to you for any reason, including as a result of market decline, your account generally could be subject to a $20 annual fee. The Transfer Agent will reduce the expenses paid by the applicable Acquiring Fund by any amounts it collects from the assessment of this fee. For Acquiring Funds that do not have transfer agency expenses against which to offset the amount collected through assessment of this fee, the fee will be paid directly to the applicable Acquiring Fund. The Acquiring Funds reserve the right to lower the account size trigger point for the minimum balance fee in any year or for any class of shares when we believe it is appropriate to do so in light of declines in the market value of Acquiring Fund shares or for other reasons.
For shares held directly with the Acquiring Funds Transfer Agent, this fee will be assessed through the automatic sale of Acquiring Fund shares in your account. Any otherwise applicable CDSC will not be imposed on such an automatic sale of your shares. The Transfer Agent will send you written notification in advance of assessing any fee, which will provide details on how you can avoid the imposition of such fee. Generally, you may avoid the imposition of such fee by raising your Acquiring Fund account balance, consolidating your multiple accounts you may have with the Acquiring Funds, or setting up a Systematic Investment Plan that invests at least monthly. For more information, contact the Transfer Agent or your financial intermediary. The Transfer Agents contact information (toll-free number and mailing addresses) as well as the Acquiring Funds website address can be found at the beginning of the section Choosing a Share Class.
For shares purchased and held for your benefit through a financial intermediary, this fee could be assessed through the automatic sale of Acquiring Fund shares in your account if instructed by the Acquiring Fund and the transaction can be operationally administered by the intermediary.
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Exceptions to the Small Account Policy (Accounts Below Minimum Account Balance) and Minimum Balance Fee. The automatic sale of Acquiring Fund shares in accounts under $250 and the annual minimum balance fee described above do not apply to shareholders of Class Adv, Class Inst2, Class Inst3 and Class R shares; shareholders holding their shares through financial intermediary networked accounts; wrap fee and omnibus accounts; accounts with active Systematic Investment Plans; certain qualified retirement plans; and health savings accounts. The automatic sale of Fund shares of accounts under the applicable minimum account balance does not apply to individual retirement plans.
Small Account Policy Financial Intermediary Networked and Wrap Fee Accounts. The Acquiring Funds may automatically redeem, at any time, financial intermediary networked accounts and wrap fee accounts that have account balances of $20 or less or have less than one share. For shares purchased and held for your benefit through a financial intermediary, the Acquiring Funds may instruct the intermediary to automatically sell your Acquiring Fund shares if the transaction can be operationally administered by the intermediary.
Information Sharing Agreements. As required by Rule 22c-2 under the 1940 Act, the Acquiring Funds or certain of their service providers will enter into information sharing agreements with financial intermediaries, including participating life insurance companies and financial intermediaries that sponsor or offer retirement plans through which shares of the Acquiring Funds are made available for purchase. Pursuant to Rule 22c-2, financial intermediaries are required, upon request, to: (i) provide shareholder account and transaction information; and (ii) execute instructions from an Acquiring Fund to restrict or prohibit further purchases of applicable Acquiring Fund shares by shareholders who have been identified by the Acquiring Fund as having engaged in transactions that violate the Acquiring Funds excessive trading policies and procedures.
Excessive Trading Practices Policy.
Right to Reject or Restrict Share Transaction Orders The Acquiring Funds are intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should transact in Acquiring Fund shares primarily for investment purposes. The Acquiring Trust has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures). The Acquiring Funds discourage and do not accommodate excessive trading.
The Acquiring Funds reserve the right to reject, without any prior notice, any purchase or exchange order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Acquiring Funds may in their sole discretion restrict or reject a purchase or exchange order even if the transaction is not subject to the specific limitation described below if an Acquiring Fund or its agents determine that accepting the order could interfere with efficient management of the Acquiring Funds portfolio or is otherwise contrary to the Acquiring Funds best interests. The Excessive Trading Policies and Procedures apply equally to purchase or exchange transactions communicated directly to the Transfer Agent and to those received by financial intermediaries.
Specific Buying and Exchanging Limitations If an Acquiring Fund detects that an investor has made two material round trips in any 28-day period, it will generally reject the investors future purchase orders, including exchange purchase orders, involving any Columbia Fund. For these purposes, a round trip is a purchase or exchange into an Acquiring Fund followed by a sale or exchange out of the same Acquiring Fund, or a sale or exchange out of the Acquiring Fund followed by a purchase or exchange into the Acquiring Fund. A material round trip is one that is deemed by an Acquiring Fund to be material in terms of its amount or its potential detrimental impact on the Acquiring Fund. Independent of this limit, each Acquiring Fund may, in its sole discretion, reject future purchase orders by any person, group or account that appears to have engaged in any type of excessive trading activity. These limits generally do not apply to automated transactions or transactions by registered investment companies in a fund-of-funds structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974, as amended, or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common ownership or control generally will be counted together, but accounts maintained or managed by a common intermediary generally will not be considered to be under common ownership or control.
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The Acquiring Funds retain the right to modify these restrictions at any time without prior notice to shareholders. In addition, each Acquiring Fund may, in its sole discretion, reinstate trading privileges that have been revoked under the Funds Excessive Trading Policies and Procedures.
Limitations on the Ability to Detect and Prevent Excessive Trading Practices The Acquiring Funds take various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, each Acquiring Fund receives buy, sell or exchange orders through financial intermediaries, and cannot always know of or reasonably detect excessive trading that may be facilitated by financial intermediaries or by the use of the omnibus account arrangements they offer. Omnibus account arrangements are common forms of holding shares of mutual funds, particularly among certain financial intermediaries such as broker-dealers, retirement plans and variable insurance products. These arrangements often permit financial intermediaries to aggregate their clients transactions and accounts, and in these circumstances, the identities of the financial intermediary clients that beneficially own Acquiring Fund shares are often not known to the applicable Acquiring Fund.
Some financial intermediaries apply their own restrictions or policies to their clients transactions and accounts, which may be more or less restrictive than those described here. This may impact an Acquiring Funds ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that excessive trading may occur despite an Acquiring Funds efforts to detect and prevent it.
Although these restrictions and policies involve judgments that are inherently subjective and may involve some selectivity in their application, each Acquiring Fund seeks to act in a manner that it believes is consistent with the best interests of Fund shareholders in making any such judgments.
Risks of Excessive Trading Excessive trading creates certain risks to an Acquiring Funds long-term shareholders and may create the following adverse effects:
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negative impact on the Acquiring Funds performance; |
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potential dilution of the value of the Acquiring Funds shares; |
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interference with the efficient management of the Acquiring Funds 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; |
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losses on the sale of investments resulting from the need to sell securities at less favorable prices; |
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increased taxable gains to the Acquiring Funds remaining shareholders resulting from the need to sell securities to meet sell orders; and |
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increased brokerage and administrative costs. |
To the extent that an Acquiring Fund invests significantly in foreign securities traded on markets that close before the Acquiring Funds valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Acquiring Funds valuation time that influence the value of foreign securities, investors may seek to trade Acquiring Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Acquiring Funds valuation time. This is often referred to as price arbitrage. The Acquiring Funds have adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Acquiring Fund believes to be the fair value of those securities as of its valuation time. To the extent the adjustments do not work fully, investors engaging in price arbitrage may cause dilution in the value of an Acquiring Funds shares held by other shareholders.
Similarly, to the extent that an Acquiring Fund invests significantly in thinly traded securities and other debt instruments that are rated below investment grade (commonly called high-yield or junk bonds), equity securities of small-capitalization companies, floating rate loans, or tax-exempt or other securities that may trade infrequently, because these securities are often traded infrequently, investors may seek to trade Acquiring Fund shares in an effort to benefit from their understanding of the value of these securities as of the Acquiring Funds valuation time. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Acquiring Funds portfolio to a greater degree than would be the case for mutual funds that invest only, or significantly, in highly liquid securities, in part because the Acquiring Fund may have difficulty selling these particular investments at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause dilution in the value of Acquiring Fund shares held by non-redeeming shareholders.
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Opening an Account and Placing Orders. We encourage you to consult with a financial advisor who can help you with your investment decisions and who can help you open an account. Once you have an account, you can buy, sell or exchange shares by contacting your financial advisor who will send your order to the Transfer Agent or your financial intermediary. As described below, once you have an account you can also communicate your orders directly to the Transfer Agent by mail, by telephone or online.
The Acquiring Funds are generally available directly and through broker-dealers, banks and other financial intermediaries or institutions, and through certain qualified and non-qualified plans, wrap fee products or other investment products sponsored by financial intermediaries. You may buy, sell, or exchange shares through your financial intermediary. If you maintain your account directly with your financial intermediary, you must contact that agent to process your transaction.
Not all financial intermediaries offer the Acquiring Funds (or all classes of Acquiring Fund shares) and certain financial intermediaries that offer the Acquiring Funds may not offer all Acquiring Funds on all investment platforms or programs. Please consult with your financial intermediary to determine the availability of the Acquiring Funds. If you set up an account at a financial intermediary that does not have, and is unable to obtain, a selling agreement with the Distributor, you will not be able to transfer Acquiring Fund holdings to that account. In that event, you must either maintain your Acquiring Fund holdings with your current financial intermediary or find another financial intermediary with a selling agreement.
Financial intermediaries that offer the Acquiring Funds may charge you additional fees for the services they provide and they may have different policies that are not described in this prospectus. An investor transacting in a class of Acquiring Fund shares without any front-end sales charge, CDSC, or other asset-based fee for sales or distribution, such as a Rule 12b-1 fee, may be required to pay a commission to the financial intermediary for effecting such transactions. The Acquiring Funds are offered in a number of different share classes that have different fees and expenses and other features. Some differences in the policies of different financial intermediaries may include different minimum investment amounts, exchange privileges, Fund/class choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the financial intermediaries through which your shares of the Acquiring Fund are held. Since the Acquiring Funds (and its service providers) may not have a record of your account transactions, you should always contact the financial intermediary through which you purchased or at which you maintain your shares of an Acquiring Fund to make changes to your account, to give instructions concerning your account, or to obtain information about your account. Each Acquiring Fund and its service providers, including the Distributor and the Transfer Agent, are not responsible for the failure of any financial intermediary to carry out its obligations to its customers.
The Acquiring Funds may engage financial intermediaries to receive purchase, exchange and sell orders on its behalf. Accounts established directly with the Acquiring Funds will be serviced by the Transfer Agent. The Acquiring Funds, the Transfer Agent and the Distributor do not provide investment advice.
Direct-At-Fund Accounts (Accounts Established Directly with an Acquiring Fund). You can hold Acquiring Fund shares through an account established and held through the financial intermediary through which you purchased Acquiring Fund shares or you or your financial intermediary may establish an account directly with an Acquiring Fund, in which case you will receive Acquiring Fund account transaction confirmations and statements from the Transfer Agent, and not your financial intermediary (Direct-at-Fund Accounts). To open a Direct-at-Fund Account, complete an Acquiring Fund account application with your financial advisor or investment professional, and mail the account application to the Transfer Agent. Account applications may be obtained at columbiathreadneedleus.com or may be requested by calling 800.345.6611. Make your check payable to the applicable Acquiring Fund. You will be assessed a $15 fee for any checks rejected by your financial institution due to insufficient funds or other reasons. The Acquiring Funds do not accept cash, credit card convenience checks, money orders, travelers checks, starter checks, third or fourth party checks, or other cash equivalents. Mail your check and completed application to the Transfer Agent at its regular or express mail address that can be found at the beginning of the section Choosing a Share Class. You may also use these addresses to request an exchange or redemption of Acquiring Fund shares. When a written order to buy, sell or exchange shares is sent to the Transfer Agent, the share price used to fill the order is the next price calculated by the Acquiring Fund after the Transfer
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Agent receives your transaction request in good form at its transaction processing center (i.e., the Acquiring Funds express mail address), not the P.O. Box provided for regular mail delivery. You will be sent a statement confirming your purchase and any subsequent transactions in your account. You will also be sent quarterly and annual statements detailing your transactions in the Acquiring Fund and the other Columbia Funds you own under the same account. Duplicate quarterly account statements for the current year and duplicate annual statements for the most recent prior calendar year will be sent to you free of charge. Copies of year-end statements for prior years are available for a fee. Please contact the Transfer Agent for more information.
Written Transactions Direct-at-Fund Accounts. If you have a Direct-at-Fund Account, you can communicate written buy, sell or exchange orders to the Transfer Agent at its address that can be found at the beginning of the section Choosing a Share Class. When a written order to buy, sell or exchange shares is sent to the Transfer Agent, the share price used to fill the order is the next price calculated by the applicable Acquiring Fund after the Transfer Agent receives your transaction request in good form at its transaction processing center (i.e., the Funds express mail address), not the P.O. Box provided for regular mail delivery. Include in your transaction request letter: your name; the name of the Acquiring Fund(s); your account number; the class of shares to be purchased, exchanged or sold; your SSN or other TIN; the dollar amount or number of shares you want to purchase, exchange or sell; specific instructions regarding delivery of any redemption proceeds or exchange destination (i.e., the Fund/class to be exchanged into); signature(s) of all registered account owner(s); and any special documents the Transfer Agent may require in order to process your order. Corporate, trust or partnership accounts may need to send additional documents. Payment will be mailed to the address of record and made payable to the names listed on the account, unless your request specifies differently and is signed by all owners.
Telephone Transactions Direct-at-Fund Accounts. For Class A, Class C, Class Inst, Class Inst3 and Class R shares, if you have a Direct-at-Fund Account, you may place orders to buy, sell or exchange shares by telephone through the Transfer Agent. To place orders by telephone, call 800.422.3737. Have your account number and SSN or TIN available when calling. You can sell Acquiring Fund shares via telephone and receive redemption proceeds: by electronic funds transfer via ACH, by wire, or by check to the address of record, subject to a maximum of $100,000 of shares per day, per Acquiring Fund account. You can buy Acquiring Fund shares via telephone by electronic funds transfer via ACH from your bank account up to a maximum of $100,000 of shares per day, per Acquiring Fund account, or by wire from your bank account without a maximum. See below for more information regarding wire and electronic fund transfer transactions. Certain restrictions apply, so please call the Transfer Agent at 800.422.3737 for this and other information in advance of any need to transact via telephone. Telephone orders may not be as secure as written orders. The Acquiring Funds will take reasonable steps to confirm that telephone instructions are genuine. For example, we require proof of your identification before we will act on instructions received by telephone and may record telephone conversations. However, the Acquiring Funds and their agents will not be responsible for any losses, costs or expenses resulting from an unauthorized telephone instruction when reasonable steps have been taken to confirm that telephone instructions are genuine. Telephone orders may be difficult to complete during periods of significant economic or market change or business interruption.
Online Transactions Direct-at-Fund Accounts. For Class A, Class C, Class Inst, Class Inst3 and Class R shares, if you have a Direct-at-Fund Account, you may be able to place orders to buy, sell, or exchange shares online. Contact the Transfer Agent at 800.345.6611 for more information on certain account trading restrictions and the special sign-up procedures required for online transactions. You can also go to https://www.columbiathreadneedleus.com/ to sign up for online transactions. The Transfer Agent has procedures in place to authenticate electronic orders you send through the Internet. You will be required to accept the terms of an online agreement and to establish an online account and utilize a password in order to access online account services. You can sell a maximum of $100,000 of shares per day, per Acquiring Fund account through your online account if you qualify for Internet orders. Wire transactions are not permitted online.
Wire Transactions Direct-at-Fund Accounts. If you hold a Direct-at-Fund Account, you may purchase or redeem Class A, Class C, Class Inst, Class Inst3 and Class R shares of an Acquiring Fund by wiring money from (or to) your bank account to (or from) your Acquiring Fund account. You must set up this feature prior to your request unless you are submitting your request in writing, which may require a Medallion Signature Guarantee. Please contact the Transfer Agent by calling 800.422.3737 to obtain the necessary forms and requirements. The Transfer Agent charges a fee for shares sold by wire. The Transfer Agent may waive the fee for
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certain accounts. In the case of a redemption, the receiving bank may charge an additional fee. The minimum amount that can be redeemed by wire is $500. When selling Acquiring Fund shares via a telephone request, the maximum amount that can be redeemed via wire transfer is $100,000 per day, per Acquiring Fund account. Wire transactions are not permitted online.
Electronic Funds Transfer via ACH Direct-at-Fund Accounts. If you hold a Direct-at-Fund Account, you may purchase or redeem Class A, Class C, Class Inst, Class Inst3 and Class R shares of an Acquiring Fund by electronically transferring money via Automated Clearing House (ACH) from (or to) your bank account to (or from) your Acquiring Fund account subject to a maximum of $100,000 of shares per day, per Acquiring Fund account. You must set up this feature prior to your request, unless you are submitting your request in writing, which may require a Medallion Signature Guarantee. Please contact the Transfer Agent by calling 800.422.3737 to obtain the necessary forms and requirements. Your bank may take up to three business days to post an electronic funds transfer to (or from) your Fund account.
Buying Shares
Eligible Investors.
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Class A Shares. Class A shares are available to the general public for investment. |
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Class Adv Shares. Class Adv shares are available only to (i) omnibus retirement plans, including self-directed brokerage accounts within omnibus retirement plans that clear through institutional no transaction fee (NTF) platforms, (ii) trust companies or similar institutions, (iii) broker-dealers, banks, trust companies and similar institutions that clear Fund share transactions for their client or customer investment advisory or similar accounts through designated financial intermediaries and their mutual fund trading platforms that have been granted specific written authorization from the Transfer Agent with respect to Class Adv eligibility apart from selling, servicing or similar agreements, (iv) 501(c)(3) charitable organizations, (v) 529 plans, (vi) health savings accounts, (vii) investors participating in a fee-based advisory program sponsored by a financial intermediary or other entity that is not compensated by the Fund for those services, other than payments for shareholder servicing or sub-accounting performed in place of the Transfer Agent, and (viii) commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Adv shares within such platform. |
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Class Inst3 Shares. Class Inst3 shares are available to: (i) group retirement plans that maintain plan-level or omnibus accounts with the Fund (through the Transfer Agent); (ii) institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst3 shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst3 shares within such platform; (iii) collective trust funds; (iv) affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); (v) fee-based platforms of financial intermediaries (or the clearing intermediary that they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform, provided also that Fund shares are held in an omnibus account; (vi) commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst3 shares within such platform and that Fund shares are held in an omnibus account; and (vii) bank trust departments, subject to an agreement with the Distributor that specifically authorizes offering Class Inst3 shares and provided that Fund shares are held in an omnibus account. In each case above where noted that Fund shares are required to be held in an omnibus account, the Distributor may, in its discretion, determine to waive this requirement. |
Additional Eligible Investors. In addition, the Distributor, in its sole discretion, may accept investments in any share class from investors other than those listed in the Funds prospectus, and may also waive certain eligibility requirements for operational and other reasons, including but not limited to any requirement to maintain Acquiring Fund shares in networked or omnibus accounts.
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Minimum Initial Investments. The table below shows each Acquiring Funds minimum initial investment requirements, which may vary by class and type of account. Each Acquiring Fund reserves the right to redeem your shares if your account falls below the Funds minimum initial investment requirement.
Minimum Initial Investment(a) |
Minimum Initial
Investment for Accounts with Systematic Investment Plans |
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For all classes and account types except those listed below |
$2,000 | $100 | ||
Individual Retirement Accounts for all classes except those listed below |
$1,000 | $100 | ||
Group retirement plans |
None | N/A | ||
Class Adv and Class Inst |
$0, $1,000 or $2,000(b) | $100(b) | ||
Class Inst2 and Class R |
None | N/A | ||
Class Inst3 |
$0, $1,000, $2,000 or $1 million(c) | $100(c) |
(a) |
If your Class A, Class Adv, Class C, Class Inst or Class Inst3 shares account balance falls below the minimum initial investment amount for any reason, including a market decline, you may be asked to increase it to the minimum initial investment amount or establish a monthly Systematic Investment Plan. If you do not do so, your account will be subject to a $20 annual low balance fee and/or shares may be automatically redeemed and the proceeds mailed to you if the account falls below the minimum account balance. See Buying, Selling and Exchanging Shares Transaction Rules and Policies above. There is no minimum initial investment in Class A shares for accounts held in an omnibus account on a mutual fund only platform offered through your financial intermediary. |
(b) |
The minimum initial investment in Class Adv shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customers, charges the customer a commission for effecting transactions in Acquiring Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Adv shares within such platform; for all other eligible Class Adv share investors (see Buying Shares Eligible Investors Class Adv Shares above), there is no minimum initial investment. The minimum initial investment amount for Class Inst shares is $0, $1,000 or $2,000 depending upon the category of eligible investor. See Class Inst Shares Minimum Initial Investments below. The minimum initial investment amount for systematic investment plan accounts is the same as the amount set forth in the first two rows of the table, as applicable. |
(c) |
There is no minimum initial investment in Class Inst3 shares for: group retirement plans that maintain plan-level or omnibus accounts with an Acquiring Fund; collective trust funds; affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); fee-based platforms of financial intermediaries (or the clearing intermediary that they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform and Acquiring Fund shares are held in an omnibus account; and bank trust departments, subject to an agreement with the Distributor that specifically authorizes offering Class Inst3 shares and provided that Acquiring Fund shares are held in an omnibus account. The minimum initial investment in Class Inst3 shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Acquiring Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst3 shares within such platform and Acquiring Fund shares are held in an omnibus account. The minimum initial investment in Class Inst3 shares is $1 million, unless waived in the discretion of the Distributor, for the following investors: institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst3 shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst3 shares within such platform. The Distributor may, in its discretion, waive the $1 million minimum initial investment required for these Class Inst3 investors. In each case above where noted that Acquiring Fund shares are required to be held in an omnibus account, the Distributor may, in its discretion, determine to waive this requirement. |
Additional Information about Minimum Initial Investments. The minimum initial investment requirements may be waived for accounts that are managed by an investment professional, or for accounts held in approved discretionary or non-discretionary wrap programs. The Distributor, in its sole discretion, may also waive minimum initial investment requirements for other account types. Minimum investment and related requirements may be modified at any time, with or without prior notice. If your account is closed and then re-opened with a systematic investment plan, your account must meet the then-current applicable minimum initial investment.
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Class Inst Shares Minimum Initial Investments. There is no minimum initial investment in Class Inst shares for the following categories of eligible investors:
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Any health savings account sponsored by a third party platform. |
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Any investor participating in an account sponsored by a financial intermediary or other entity (that provides services to the account) that is paid a fee-based advisory fee by the investor and that is not compensated by an Acquiring Fund for those services, other than payments for shareholder servicing or sub-accounting performed in place of the Transfer Agent. |
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Any commissionable brokerage account, if a financial intermediary has received a written approval from the Distributor to waive the minimum initial investment in Class Inst shares. |
The minimum initial investment in Class Inst shares for the following categories of eligible investors is $1,000:
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IRAs on commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Acquiring Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform. |
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Any current employee of Columbia, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Inst shares through an IRA. If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Inst shares. If Class Inst shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund Account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Inst shares; be prepared to provide proof thereof. |
The minimum initial investment in Class Inst shares for the following categories of eligible investors is $2,000:
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Investors (except investors in IRAs) who purchase Acquiring Fund shares through commissionable brokerage platforms where the financial intermediary holds the shares in an omnibus account and, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Acquiring Fund shares provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform. |
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Any current employee of Columbia, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Inst shares (other than IRAs, for which the minimum initial investment is $1,000). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Inst shares. If Class Inst shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund Account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Inst shares; be prepared to provide proof thereof. |
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Certain financial institutions and intermediaries, such as insurance companies, trust companies, banks, endowments, investment companies or foundations, buying shares for their own account, including Ameriprise Financial and its affiliates and/or subsidiaries. |
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Bank trust departments that assess their clients an asset-based fee. |
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Certain other investors as set forth in more detail in the Acquiring Funds SAI. |
Systematic Investment Plan. The Systematic Investment Plan allows you to schedule regular purchases via automatic transfers from your bank account to an Acquiring Fund on a monthly, quarterly or semiannual basis. Contact the Transfer Agent or your financial intermediary to set up the plan. Systematic Investment Plans may not be available for all share classes. The Systematic Investment Plan is confirmed on your quarterly account statement.
Dividend Diversification. Generally, you may automatically invest Acquiring Fund distributions into the same class of shares (and in some cases certain other classes of shares) of another Acquiring Fund without paying any applicable front-end sales charge. Call the Transfer Agent at 800.345.6611 for details. The ability to invest distributions from one Acquiring Fund to another Acquiring Fund may not be available to accounts held at all financial intermediaries.
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Other Purchase Rules You Should Know.
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Once the Transfer Agent or your financial intermediary receives your purchase order in good form, your purchase will be made at the Acquiring Funds next calculated public offering price per share, which is the NAV per share plus any sales charge that applies (i.e., the trade date). |
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Once the Acquiring Fund receives your purchase request in good form, you cannot cancel it after the market closes. |
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You generally buy Class A shares at the public offering price per share because purchases of these share classes are generally subject to a front-end sales charge. |
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You buy Class Adv, Class C, Class Inst, Class Inst2, Class Inst3 and Class R shares at NAV per share because no front-end sales charge applies to purchases of these share classes. |
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The Distributor and the Transfer Agent reserve the right to cancel your order request if the Acquiring Fund does not receive payment within two business days of receiving your purchase order request. The Acquiring Fund will return any payment received for orders that have been cancelled, but no interest will be paid on that money. |
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Financial intermediaries are responsible for sending your purchase orders to the Transfer Agent and ensuring that the Acquiring Fund receives your money on time. |
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Shares purchased are recorded on the books of the Acquiring Fund. The Acquiring Fund does not issue certificates. |
Please also read Appendix A to this Section E and contact your financial intermediary for more information regarding any reductions and/or waivers described therein.
Selling Shares. When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good form, (i.e., the trade date) minus any applicable CDSC.
Systematic Withdrawal Plan. The Systematic Withdrawal Plan allows you to schedule regular redemptions from your account any business day on a monthly, quarterly or semiannual basis. Currently, Systematic Withdrawal Plans are generally available for Class A, Class Adv, Class C, Class Inst, Class Inst2 and Class Inst3 share accounts. Contact the Transfer Agent or your financial intermediary to set up the plan. To set up the plan, your account balance must meet the class minimum initial investment amount. A Systematic Withdrawal Plan cannot be set up on an account that already has a Systematic Investment Plan established. Note that a Medallion Signature Guarantee may be required if this service is established after your Acquiring Fund account is opened. You can choose to receive your withdrawals via check or direct deposit into your bank account. The Acquiring Fund will deduct any applicable CDSC from the withdrawals before sending redemption proceeds to you. You can cancel the plan by giving the Acquiring Fund 30 days notice in writing or by calling the Transfer Agent at 800.422.3737. Its important to remember that if you withdraw more than your investment in the Acquiring Fund is earning, youll eventually withdraw your entire investment.
Satisfying Fund Redemption Requests. When you sell your Acquiring Fund shares, the Acquiring Fund is effectively buying them back from you. This is called a redemption. Except as noted below with respect to newly purchased shares, an Acquiring Fund typically expects to send you payment for your shares within two business days after your trade date for all methods of payment. An Acquiring Fund can suspend redemptions and/or delay payment of redemption proceeds for up to seven days. An Acquiring Fund can also suspend redemptions and/or delay payment of redemption proceeds in excess of seven days under certain circumstances, including when the NYSE is closed or trading thereon is restricted or during emergency or other circumstances, including as determined by the SEC.
An Acquiring Fund typically seeks to satisfy redemption requests from cash or cash equivalents held by the Acquiring Fund, from the proceeds of orders to purchase Acquiring Fund shares or from the proceeds of sales of Acquiring Fund holdings effected in the normal course of managing the Fund. However, an Acquiring Fund may have to sell Fund holdings, including in down markets, to meet heavier than usual redemption requests. For
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example, under stressed or abnormal market conditions or circumstances, including circumstances adversely affecting the liquidity of the Acquiring Funds investments, the Acquiring Fund may be more likely to be forced to sell Acquiring Fund holdings to meet redemptions than under normal market circumstances. In these situations, the Acquiring Funds portfolio managers may have to sell Acquiring Fund holdings that would not otherwise be sold because, among other reasons, the current price to be received is less than the value of the holdings perceived by the Acquiring Funds portfolio managers. The Acquiring Fund may also, under certain circumstances (but more likely under stressed or abnormal market conditions or circumstances), borrow money under a credit facility to which the Acquiring Funds and certain other Columbia Funds are parties or from other Columbia Funds under an inter fund lending program (except for closed-end funds and money market funds, which are not eligible to borrow under the program). The Acquiring Funds and the other Columbia Funds are limited as to the amount that each may individually and collectively borrow under the credit facility and the inter fund lending program. As a result, borrowings available to an Acquiring Fund under the credit facility and the inter fund lending program might be insufficient, alone or in combination with the other strategies described herein, to satisfy Acquiring Fund redemption requests. Please see About Fund Investments Borrowings Inter fund Lending in the applicable Acquiring Funds SAI for more information about the credit facility and inter fund lending program. Each Acquiring Fund is also limited in the total amount it may borrow. Each Acquiring Fund may only borrow to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any exemptive relief available to the Fund, which currently limit Fund borrowings to 33 1/3% of total assets (including any amounts borrowed) less liabilities (other than borrowings), plus an additional 5% of its total assets for temporary purposes (to be repaid within 60 days without extension or renewal), in each case determined at the time the borrowing is made.
In addition, each Acquiring Fund reserves the right to honor redemption orders in whole or in part with in-kind distributions of Acquiring Fund portfolio securities instead of cash. Such in-kind distributions typically represent a pro-rata portion of Fund portfolio assets subject to adjustments (e.g., for non-transferable securities, round lots, and derivatives). In the event an Acquiring Fund distributes portfolio securities in kind, you may incur brokerage and other transaction costs associated with converting the portfolio securities you receive into cash. Also, the portfolio securities you receive may increase or decrease in value after they are distributed but before you convert them into cash. For U.S. federal income tax purposes, redemptions paid in securities are generally treated the same as redemptions paid in cash. If, during any 90-day period, you redeem shares in an amount greater than $250,000 or 1% of the Acquiring Funds net assets (whichever is less), and if Columbia determines it to be feasible and appropriate, the Acquiring Fund may pay the redemption amount above such threshold by an in-kind distribution of Fund portfolio securities.
While an Acquiring Fund is not required (and may refuse in its discretion) to pay a redemption with an in-kind distribution of Fund portfolio securities and reserves the right to pay the redemption proceeds in cash, if you wish to request an in-kind redemption, please call the Transfer Agent at 800.345.6611. As a result of the operational steps needed to coordinate with the redeeming shareholders custodian, in-kind redemptions typically take several weeks to complete after a redemption request is received. The applicable Acquiring Fund and the redeeming shareholder will typically agree upon a redemption date. Since the Acquiring Funds NAV may fluctuate during this time, the Acquiring Funds NAV may be lower on the agreed-upon redemption date than on an earlier date on which the investment could have been redeemed for cash.
Redemption of Newly Purchased Shares. You may not redeem shares for which an Acquiring Fund has not yet received payment. Shares purchased by check or electronically by ACH when the purchase payment is not guaranteed will be considered in good form for redemption only after they have been held in your account for 6 calendar days after the trade date of the purchase (Collected Shares). If you request a redemption for an amount that, based on the NAV next calculated after your redemption request is received, includes any shares that are not yet Collected Shares, the Acquiring Fund will process the redemption only up to the amount of the value of Collected Shares available in your account. You must submit a new redemption request if you wish to redeem those shares that were not yet Collected Shares at the time the original redemption request was received by the Acquiring Fund.
Other Redemption Rules You Should Know.
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Once the Transfer Agent or your financial intermediary receives your redemption order in good form, your shares will be sold at the applicable Acquiring Funds next calculated NAV per share (i.e., the trade date). Any applicable CDSC will be deducted from the amount youre selling and the balance will be remitted to you. |
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Once an Acquiring Fund receives your redemption request in good form, you cannot cancel it after the market closes. |
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The Distributor, in its sole discretion, reserves the right to liquidate Acquiring Fund shares (of any class of the Acquiring Fund) held in an omnibus account of a financial intermediary that clears Acquiring Fund shares through a clearing intermediary or platform that charges certain maintenance fees to the Acquiring Fund if the value of the omnibus account, at the Acquiring Fund share class (i.e., CUSIP) level, falls below $100,000 (a CUSIP Liquidation Event). The Distributor will provide at least 90-days notice of a CUSIP Liquidation Event to financial intermediaries with impacted omnibus accounts. Shareholders invested in the Acquiring Fund through such omnibus accounts can request through their financial intermediary a tax-free exchange to Class A shares or shareholders can consider holding their Acquiring Fund shares in a Direct-at-Fund Account, provided requirements to transfer the account are fulfilled. You should discuss your options with your financial intermediary. |
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If you sell your shares that are held in a Direct-at-Fund Account, we will normally send the redemption proceeds by mail or electronically transfer them to your bank account the next business day after the trade date. Note that your bank may take up to three business days to post an electronic funds transfer from your account. |
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If you sell your shares through a financial intermediary, the Acquiring Funds will normally send the redemption proceeds to your financial intermediary within two business days after the trade date. |
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No interest will be paid on uncashed redemption checks. |
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Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator. |
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For broker-dealer and wrap fee accounts: Each Acquiring Fund reserves the right to redeem your shares if your account falls below the Acquiring Funds minimum initial investment requirement. The Acquiring Fund will notify your broker-dealer prior to redeeming shares, and will provide details on how to avoid such redemption. |
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Also keep in mind the Funds Small Account Policy, which is described above in Buying, Selling and Exchanging Shares Transaction Rules and Policies. |
Exchanging Shares. You can generally sell shares of your Acquiring Fund to buy shares of another Columbia Fund (subject to eligibility requirements), in what is called an exchange. You should read the prospectus of, and make sure you understand the investment objective, principal investment strategies, risks, fees and expenses of, the Columbia Fund into which you are exchanging. Although the Columbia Funds allow certain exchanges from one share class to another share class with higher expenses, you should consider the expenses of each class before making such an exchange. Please see Same- Fund Exchange Privilege below for more information. You will be subject to a sales charge if, in a Direct-at-Fund Account, you exchange shares that have not previously paid a sales charge, into a Columbia Fund that does assess a sales charge. If you hold your Acquiring Fund shares through certain financial intermediaries, you may have limited exchangeability among the Columbia Funds. Please contact your financial intermediary for more information.
Systematic Exchanges. You may buy Class A, Class C, Class Inst and Class Inst3 shares of a Columbia Fund by exchanging each month from another Columbia Fund for shares of the same class of the Fund at no additional cost, subject to the following exchange amount minimums: $50 each month for individual retirement accounts (i.e., tax qualified accounts); and $100 each month for non-retirement accounts. Contact the Transfer Agent or your financial intermediary to set up the plan. Exchanges will continue as long as your balance in the Acquiring Fund you are exchanging shares from is sufficient to complete the systematic monthly exchange, subject to the Acquiring Funds Small Account Policy described above in Buying, Selling and Exchanging Shares Transaction Rules and Policies. You may terminate the program or change the amount you would like to exchange (subject to the $50 and $100 minimum requirements noted immediately above) by calling the Transfer Agent at 800.345.6611.
Other Exchange Rules You Should Know.
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Exchanges are made at the NAV next calculated (plus any applicable sales charge) after your exchange order is received in good form (i.e., the trade date). |
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Once an Acquiring Fund receives your exchange request in good form, you cannot cancel it after the market closes. |
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The rules for buying shares of an Acquiring Fund generally apply to exchanges into that Fund, including, if your exchange creates a new Fund account, it must satisfy the minimum investment amount, unless a waiver applies. |
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Shares of the purchased Acquiring Fund may not be used on the same day for another exchange or sale. |
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A sales charge may apply when you exchange shares of an Acquiring Fund that were not assessed a sales charge at the time you purchased such shares. If you invest through a Direct-at-Fund Account or any Columbia Fund that does not impose a front-end sales charge and then you exchange into a Fund that does assess a sales charge, your transaction is subject to a front-end sales charge if you exchange into Class A shares and to a CDSC if you exchange into Class C shares of the Columbia Funds. |
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If you purchased Class A shares of a Columbia Fund that imposes a front-end sales charge (and you paid any applicable sales charge) and you then exchange those shares into a Columbia Fund that does not impose a front-end sales charge, you may exchange that amount to Class A of another Fund in the future, including dividends earned on that amount, without paying a sales charge. |
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If your shares are subject to a CDSC, you will not be charged a CDSC upon the exchange of those shares. Any CDSC will be deducted when you sell the shares you received from the exchange. The CDSC imposed at that time will be based on the period that begins when you bought shares of the original Fund and ends when you sell the shares of the Fund you received from the exchange. Any applicable CDSC charged will be the CDSC of the original Fund. |
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You may make exchanges only into an Acquiring Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your financial intermediary for more information. |
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You generally may make an exchange only into an Acquiring Fund that is accepting investments. |
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An Acquiring Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation). |
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Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Columbia Fund is a taxable event, and you may recognize a gain or loss for tax purposes. |
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Changing your investment to a different Acquiring Fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new Columbia Fund. |
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Class Inst shares of an Acquiring Fund may be exchanged for Class A or Class Inst shares of another Columbia Fund. In certain circumstances, the front-end sales charge applicable to Class A shares may be waived on exchanges of Class Inst shares for Class A shares. See Buying, Selling and Exchanging Shares Buying Shares Eligible Investors Class Inst Shares for details. |
Same-Fund Exchange Privilege. Shareholders may be eligible to invest in other classes of shares of the same Acquiring Fund and may exchange their current shares for another share class if deemed eligible and offered by the applicable Acquiring Fund. Such same-Fund exchanges could include an exchange of one class for another with higher expenses. Before making such an exchange, you should consider the expenses of each class. Shareholders should contact their financial intermediaries to learn more about the details of the same-Fund exchange privilege. Exchanges out of Class A and Class C shares will be subject to any applicable CDSC. Financial intermediaries that have a customized arrangement with regard to CDSCs are detailed in Appendix A.
Exchanges out of Class C shares to another share class of the same Fund are not permissible on Direct-at-Fund Accounts. Exchanges out of Class C shares to another share class of the same Fund within commissionable brokerage accounts are permitted only (1) by shareholders moving from a commissionable brokerage account to a fee-based advisory program or (2) when the exchange is part of a share class conversion (or a similar multiple shareholder transaction event) instituted by a financial intermediary and such conversion or similar type event is preapproved by the Distributor.
Ordinarily, shareholders will not recognize a gain or loss for U.S. federal income tax purposes upon a same- Fund exchange. You should consult your tax advisor about your particular exchanges.
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Distributions and Taxes.
Distributions to Shareholders A mutual fund can make money two ways:
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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. |
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A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Mutual funds make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. As a shareholder, you are entitled to your portion of a funds distributed income, including capital gains. Reinvesting your distributions buys you more shares of a fund which lets you take advantage of the potential for compound growth. Putting the money you earn back into your investment means it, in turn, may earn even more money (or be exposed to additional losses, if the fund earns a negative return). Over time, the power of compounding has the potential to significantly increase the value of your investment. There is no assurance, however, that youll earn more money if you reinvest your distributions rather than receive them in cash.
Each Acquiring Fund intends to pay out, in the form of distributions to shareholders, a sufficient amount of its net income and net gains so that the Acquiring Fund will qualify for treatment as a regulated investment company and generally will not have to pay any federal excise tax. Each Acquiring Fund generally intends to distribute any net realized capital gain (whether long-term or short-term gain) at least once a year. Normally, the Acquiring Funds will declare and pay distributions of net investment income according to the following schedule:
Fund |
Declaration Schedule | Distribution Schedule | ||||||
Columbia Integrated Large Cap Value Fund |
[● | ] | [● | ] | ||||
Columbia Integrated Large Cap Growth Fund |
[● | ] | [● | ] | ||||
Columbia Integrated Small Cap Growth Fund |
[● | ] | [● | ] | ||||
Columbia Pyrford International Stock Fund |
[● | ] | [● | ] | ||||
Columbia Ultra Short Municipal Bond Fund |
[● | ] | [● | ] |
Each Acquiring Fund may declare or pay distributions of net investment income more frequently.
Different share classes of an Acquiring Fund usually pay different net investment income distribution amounts, because each class has different expenses. Each time a distribution is made, the NAV per share of the share class is reduced by the amount of the distribution.
Each Acquiring Fund generally pays cash distributions within five business days after the distribution was declared (or, if the Acquiring Fund declares distributions daily, within five business days after the end of the month in which the distribution was declared). If you sell all of your shares after the record date, but before the payment date, for a distribution, youll normally receive that distribution in cash within five business days after the sale was made.
Each Acquiring Fund will automatically reinvest distributions in additional shares of the same share class of the Acquiring Fund unless you inform us you want to receive your distributions in cash (the financial intermediary through which you purchased shares may have different policies). You can do this by contacting the Acquiring Funds at the addresses and telephone numbers listed at the beginning of the section entitled Choosing a Share Class. No sales charges apply to the purchase or sale of such shares.
For accounts held directly with an Acquiring Fund (through the Transfer Agent), distributions of $10 or less will automatically be reinvested in additional Acquiring Fund shares only. If you elect to receive distributions by check and the check is returned as undeliverable, all subsequent distributions will be reinvested in additional shares of the Acquiring Fund.
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Unless you are a tax-exempt investor or holding Acquiring Fund shares through a tax-advantaged account (such as a 401(k) plan or IRA), you should consider avoiding the purchase of Acquiring Fund shares shortly before the Acquiring Fund makes a distribution (other than distributions of net investment income that are declared daily) of net investment income or net realized capital gain, because doing so can cost you money in taxes to the extent the distribution consists of taxable income or gains. This is because you will, in effect, receive part of your purchase price back in the distribution. This is known as buying a dividend. To avoid buying a dividend, before you invest check the Acquiring Funds distribution schedule, which is available at the Funds website and/or by calling the Funds telephone number listed at the beginning of the section entitled Choosing a Share Class.
Taxes. You should be aware of the following U.S. federal income tax considerations applicable to each Acquiring Fund:
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The Acquiring Fund intends to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Acquiring Funds failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Acquiring Fund qualifies for treatment as a regulated investment company, the Acquiring Fund may be subject to federal excise tax on certain undistributed income or gains. |
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Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Acquiring Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
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Distributions of the Acquiring Funds ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Acquiring Funds net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Acquiring Fund has owned the investments that generated them, rather than how long you have owned your shares. |
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From time to time, a distribution from the Acquiring Fund could constitute a return of capital. A return of capital is a return of an amount of your original investment and is not a distribution of income or capital gain from the Acquiring Fund. Therefore, a return of capital is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Acquiring Fund shares. A return of capital reduces your tax basis in your Acquiring Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
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If you are an individual and you meet certain holding period and other requirements for your Acquiring Fund shares, a portion of your distributions may be treated as qualified dividend income taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Acquiring Funds dividends received from certain U.S. and foreign corporations, as long as the Acquiring Fund meets certain holding period and other requirements for the stock producing such dividends. |
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Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayers modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayers net investment income. Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Acquiring Fund, and net gains recognized on the sale, redemption or exchange of shares of the Acquiring Fund. |
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Certain derivative instruments when held in the Acquiring Funds portfolio subject the Acquiring Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Acquiring Fund, defer Acquiring Fund losses, cause adjustments in the holding periods of Acquiring Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. |
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Generally, an Acquiring Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a section 1256 contract, which includes most traded options on a broad-based index, and the Fund holds such option at the end of its taxable year, the Acquiring Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term capital gain or loss, as described further in the Acquiring Funds SAI. |
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Income and proceeds received by the Acquiring Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Acquiring Funds assets consists of securities of foreign corporations, and the Acquiring Fund makes a special election, you will generally be required to include in your income for U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of its foreign portfolio securities. You may be able to claim a foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Acquiring Fund will make this election for a taxable year, even if it is eligible to do so. |
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A sale, redemption or exchange of Acquiring Fund shares (other than exchanges of one class of Acquiring Fund shares for another class of the same Acquiring Fund) is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Acquiring Fund shares (including those paid in securities) usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Acquiring Fund shares for more than one year at the time of sale, redemption or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the wash sale rules. |
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For sales, redemptions and exchanges of shares that were acquired in a non-qualified account after 2011, the Acquiring Fund generally is required to report to shareholders and the IRS cost basis information with respect to those shares. The Acquiring Fund uses average cost basis as its default method of calculating cost basis. For more information regarding average cost basis reporting, other available cost basis methods, and selecting or changing to a different cost basis method, please see the Acquiring Funds SAI, https://www.columbiathreadneedleus.com/, or contact the Acquiring Funds at 800.345.6611. If you hold Acquiring Fund shares through a financial intermediary (e.g., a brokerage firm), you should contact your financial intermediary to learn about its cost basis reporting default method and the reporting elections available to your account. |
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The Acquiring Funds are required by federal law to withhold tax on any taxable or tax-exempt distributions and redemption proceeds paid to you (including amounts paid to you in securities and amounts deemed to be paid to you upon an exchange of shares) if: you have not provided a correct TIN or have not certified to the Fund that withholding does not apply, the IRS has notified us that the TIN listed on your account is incorrect according to its records, or the IRS informs the Acquiring Fund that you are otherwise subject to backup withholding. |
FUNDamentalsTM |
Taxes
The information provided above is only a summary of how U.S. federal income taxes may affect your investment in an Acquiring Fund. It is not intended as a substitute for careful tax planning. Your investment in an Acquiring Fund may have other tax implications. It does not apply to certain types of investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Acquiring Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA. Please see the Acquiring Funds SAI for more detailed tax information. You should consult with your own tax advisor about the particular tax consequences to you of an investment in the Acquiring Funds, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.
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As noted in the Choosing a Share Class section above, the sales charge reductions and waivers available to investors who purchase and hold their Acquiring Fund shares through different financial intermediaries may vary. This Appendix A describes financial intermediary-specific reductions and/or waiver policies applicable to Acquiring Fund shares purchased and held through the particular financial intermediary. A reduction and/or waiver that is specific to a particular financial intermediary is not available to Direct-at-Fund Accounts or through another
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financial intermediary. These reductions and/or waivers may apply to purchases, sales, and exchanges of Acquiring Fund shares. A shareholder transacting in Acquiring Fund shares through a financial intermediary identified below should carefully read the terms and conditions of the reductions and/or waivers. Please consult your financial intermediary with respect to any sales charge reduction/waiver described below.
The financial intermediary-specific information below may be provided by, or compiled from or based on information provided by, the financial intermediaries noted. While the Acquiring Funds, Columbia and the Distributor do not establish these financial intermediary-specific policies, our representatives are available to answer questions about these financial intermediary-specific policies and can direct you to the financial intermediary if you need help understanding them.
Ameriprise Financial Services, LLC (Ameriprise Financial Services)
The following information has been provided by Ameriprise Financial Services:
Class A Shares Front-End Sales Charge Waivers Available at Ameriprise Financial Services:
The following information applies to Class A shares purchases if you have an account with or otherwise purchase Fund shares through Ameriprise Financial Services:
Shareholders purchasing Fund shares through an Ameriprise Financial Services brokerage account are eligible for the following front-end sales charge waivers, which may differ from those disclosed elsewhere in the Funds prospectus or SAI:
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Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the Columbia Fund family). |
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Shares exchanged from Class C shares of the same fund in the month of or following the 7-year anniversary of the purchase date. To the extent that the Funds prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares or conversion of Class C shares following a shorter holding period, that waiver will apply. |
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Employees and registered representatives of Ameriprise Financial Services or its affiliates and their immediate family members. |
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Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisors spouse, advisors lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisors lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
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Shares purchased from the proceeds of redemptions from another fund in the Columbia Fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement). |
Robert W. Baird & Co. Incorporated (Baird)
The following information has been provided by Baird:
Effective June 30, 2020, shareholders purchasing Columbia Fund shares through a Baird platform or account that maintains an omnibus position with the Fund will be eligible only for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in the Funds prospectus or SAI. A reduction and/or waiver that is specific to Baird will not apply to non-omnibus positions.
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Front-End Sales Charge Waivers on Class A Shares Available at Baird:
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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Columbia Fund. |
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Share purchases by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird. |
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Shares purchased with the proceeds of redemptions from another Columbia Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement). |
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A shareholder in the Funds Class C shares will have their shares converted at net asset value to Class A shares of the same Columbia Fund if the shares are no longer subject to CDSC and the conversion is in line with the policies and procedures of Baird. |
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Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
CDSC Waivers on Class A and Class C Shares Available at Baird:
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Shares sold due to death or disability of the shareholder. |
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Shares sold as part of a systematic withdrawal plan as described in the Funds prospectus. |
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Shares purchased due to returns of excess contributions from an IRA account. |
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Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations. |
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Shares sold to pay Baird fees but only if the transaction is initiated by Baird. |
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Shares acquired through a right of reinstatement. |
Front-End Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations:
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Breakpoints as described in the Funds prospectus. |
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Rights of accumulations which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Columbia Fund assets held by accounts within the purchasers household at Baird. Eligible Columbia Fund assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets. |
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Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of Columbia Funds through Baird, over a 13-month period of time. |
Edward D. Jones & Co., L.P. (Edward Jones)
Policies Regarding Transactions Through Edward Jones
The following information has been provided by Edward Jones:
Effective on or after January 15, 2021, the following information supersedes prior information with respect to transactions and positions held in Columbia Fund shares through an Edward Jones system. Clients of Edward Jones (also referred to as shareholders) purchasing Columbia Fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as breakpoints) and waivers, which can differ from discounts and waivers described elsewhere in the Funds prospectus or SAI or through another broker-dealer. In all instances, it is the shareholders responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of Columbia Funds and Future Scholars Program, or other facts qualifying the purchaser for discounts or waivers. Edward Jones can ask for documentation of such circumstance. Shareholders should contact Edward Jones if they have questions regarding their eligibility for these discounts and waivers.
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Breakpoints
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Breakpoint pricing, otherwise known as volume pricing, at dollar thresholds as described in the Funds prospectus. |
Rights of Accumulation (ROA)
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The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except certain money market funds and any assets held in group retirement plans) of Columbia Funds and Future Scholars Program held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (pricing groups). If grouping assets as a shareholder, this includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible Columbia Fund assets in the ROA calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Money market funds are included only if such shares were sold with a sales charge at the time of purchase or acquired in exchange for shares purchased with a sales charge. |
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The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level. |
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ROA is determined by calculating the higher of cost minus redemptions or market value (current shares x NAV). |
Letter of Intent (LOI)
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Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible Columbia Fund assets in the LOI calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met. |
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If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may be established only by the employer. |
Sales Charge Waivers
Sales charges are waived for the following shareholders and in the following situations:
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Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associates life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones policies and procedures. |
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Shares purchased in an Edward Jones fee-based program. |
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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment. |
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Shares purchased from the proceeds of redeemed shares of Columbia Funds so long as the following conditions are met: 1) the proceeds are from the sale of shares within 60 days of the purchase, and 2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
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Shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the Funds prospectus. |
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Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones. |
Contingent Deferred Sales Charge (CDSC) Waivers
If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is expired, the shareholder is responsible to pay the CDSC except in the following conditions:
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The death or disability of the shareholder. |
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Systematic withdrawals with up to 10% per year of the account value. |
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Return of excess contributions from an Individual Retirement Account (IRA). |
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Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
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Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones. |
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Shares exchanged in an Edward Jones fee-based program. |
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Shares acquired through NAV reinstatement. |
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Shares redeemed at the discretion of Edward Jones for Minimum Balances, as described below. |
Other Important Information Regarding Transactions Through Edward Jones
Minimum Purchase Amounts
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Initial purchase minimum: $250 |
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Subsequent purchase minimum: none |
Minimum Balances
Edward Jones has the right to redeem at its discretion Fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:
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A fee-based account held on an Edward Jones platform. |
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A 529 account held on an Edward Jones platform. |
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An account with an active systematic investment plan or LOI. |
Exchanging Share Classes
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At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholders holdings in the Fund to Class A shares. |
Janney Montgomery Scott LLC (Janney)
The following information has been provided by Janney:
Effective May 1, 2020, if you purchase Columbia Fund shares through a Janney brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and CDSC, or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in the Funds prospectus or SAI. A reduction and/or waiver that is specific to Janney does not apply to non-omnibus positions.
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Front-End Sales Charge* Waivers on Class A Shares Available at Janney
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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other Columbia Fund). |
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Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
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Shares purchased from the proceeds of redemptions from another Columbia Fund, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement). |
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Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
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Shares acquired through a right of reinstatement. |
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Class C shares that are no longer subject to a CDSC and are converted to Class A shares of the same fund pursuant to Janneys policies and procedures. |
CDSC Waivers on Class A and C Shares Available at Janney
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Shares sold upon the death or disability of the shareholder. |
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Shares sold as part of a systematic withdrawal plan as described in the Funds prospectus. |
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Shares purchased in connection with a return of excess contributions from an IRA account. |
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Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations. |
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Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
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Shares acquired through a right of reinstatement. |
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Shares exchanged into the same share class of a different fund. |
Front-End Sales Charge* Discounts Available at Janney: Breakpoints, Rights of Accumulation, and/or Letters of Intent
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Breakpoints as described in the Funds prospectus. |
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Rights of accumulation (ROA), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of Columbia Fund assets held by accounts within the purchasers household at Janney. Eligible Columbia Fund assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
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Letters of intent which allow for breakpoint discounts based on anticipated purchases within the Columbia Funds, over a 13-month time period. Eligible Columbia Fund assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets |
* |
Also referred to as an initial sales charge. |
Merrill Lynch Pierce, Fenner & Smith Incorporated (Merrill Lynch)
The following information has been provided by Merrill Lynch:
Shareholders purchasing Columbia Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the Funds prospectus or SAI:
Front-End Load Discounts Available at Merrill Lynch:
Merrill Lynch makes available breakpoint discounts on shares of the Fund through:
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Breakpoints as described in the Funds prospectus. |
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Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Funds prospectus will be automatically calculated based on the aggregated holding of Columbia Fund assets held by accounts (including 529 program holdings, where applicable) within the purchasers household at Merrill Lynch. Eligible Columbia Fund assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
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Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases of Columbia Funds, through Merrill Lynch, over a 13-month period of time (if applicable). |
Front-End Sales Load Waivers on Class A Shares Available at Merrill Lynch:
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Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. |
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Shares purchased by a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents). |
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Shares purchased through a Merrill Lynch affiliated investment advisory program. |
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Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynchs policies relating to sales load discounts and waivers. |
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Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynchs platform. |
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Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable). |
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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other Columbia Fund). |
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Shares exchanged from Class C (i.e., level-load) shares of the same fund pursuant to Merrill Lynchs policies relating to sales load discounts and waivers. |
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Employees and registered representatives of Merrill Lynch or its affiliates and their family members. |
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Directors or Trustees of the Fund, and employees of the Funds investment adviser or any of its affiliates, as described in the Funds prospectus. |
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Eligible shares purchased from the proceeds of redemptions from another Columbia Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynchs account maintenance fees are not eligible for reinstatement. |
CDSC Waivers on Class A and C Shares Available at Merrill Lynch:
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Death or disability of the shareholder. |
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Shares sold as part of a systematic withdrawal plan as described in the Funds prospectus. |
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Return of excess contributions from an IRA Account. |
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Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code. |
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Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch. |
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Shares acquired through a right of reinstatement. |
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Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to Class A and Class C shares only). |
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Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynchs policies relating to sales load discounts and waivers. |
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Morgan Stanley Smith Barney, LLC (Morgan Stanley Wealth Management)
The following information has been provided by Morgan Stanley Wealth Management:
Shareholders purchasing Columbia Fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in the Funds prospectus or SAI.
Front-End Sales Charge Waivers on Class A Shares Available at Morgan Stanley Wealth Management:
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Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
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Morgan Stanley employee and employee-related accounts according to Morgan Stanleys account linking rules. |
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Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
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Shares purchased through a Morgan Stanley self-directed brokerage account. |
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Class C (i.e., level-load) shares that are no longer subject to a CDSC and are exchanged for Class A shares of the same fund pursuant to Morgan Stanley Wealth Managements share class exchange program. |
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Shares purchased from the proceeds of redemptions from another Columbia Fund, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
Raymond James & Associates, Inc., Raymond James Financial Services & Raymond James affiliates (Raymond James)
The following information has been provided by Raymond James:
Intermediary-Defined Sales Charge Waiver Policies:
The availability of certain initial or deferred sales charge waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or hold Columbia Fund shares.
Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load (CDSC) waivers, which are discussed below. In all instances, it is the purchasers responsibility to notify the Fund or the purchasers financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Columbia Fund shares directly from the Fund or through another intermediary to receive these waivers or discounts.
Raymond James:
Effective March 1, 2019, shareholders purchasing Columbia Fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the Funds prospectus or SAI.
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Front-End Sales Load Waivers on Class A Shares Available at Raymond James:
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Shares purchased in an investment advisory program. |
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Shares purchased within the Columbia Funds through a systematic reinvestment of capital gains and dividend distributions. |
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Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
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Shares purchased from the proceeds of redemptions within the Columbia Funds, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
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A shareholder in the Funds Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
CDSC Waivers on Class A and Class C Shares Available at Raymond James:
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Death or disability of the shareholder. |
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Shares sold as part of a systematic withdrawal plan as described in the Funds prospectus. |
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Return of excess contributions from an IRA Account. |
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Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the Funds prospectus. |
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Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
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Shares acquired through a right of reinstatement. |
Front-End Load Discounts Available at Raymond James: Breakpoints, Rights of Accumulation and/or Letters of Intent:
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Breakpoints as described in the Funds prospectus. |
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Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Columbia Fund assets held by accounts within the purchasers household at Raymond James. Eligible Columbia Fund assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets. |
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Letters of intent which allow for breakpoint discounts based on anticipated purchases within the Columbia Funds, over a 13-month time period. Eligible Columbia Fund assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
Stifel Financial Corp. (Stifel)
The following information has been provided by Stifel:
Effective June 30, 2020, Class C shares of Columbia Funds that were purchased through a Stifel platform or account that maintains an omnibus position with the Fund that are no longer subject to a CDSC are exchanged to Class A shares of the same Columbia Fund pursuant to Stifels policies and procedures. This does not apply to non-omnibus positions.
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Additional Sales Charge Reductions and/or Waivers Available at Certain Financial Intermediaries
Shareholders purchasing Columbia Fund shares through a platform or account of RBC Capital Markets, LLC are eligible for the following sales charge waiver:
Class A Shares Front-End Sales Charge Waiver Available at RBC Capital Markets, LLC:
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For employer-sponsored retirement plans held through a commissionable brokerage account, Class A shares are available at NAV (i.e., without a sales charge). For this purpose, employer-sponsored retirement plans include, but are not limited to, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
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PRINCIPAL SHAREHOLDERS
[To Be Provided]
A-1
COMPARISON OF ORGANIZATIONAL DOCUMENTS
Each proposed reorganization described in the accompanying Combined Proxy Statement/Prospectus involves BMO Funds, Inc. (the Target Company), a Wisconsin corporation, on behalf of its identified series (each, a Target Fund) and Columbia Funds Series Trust II (the Acquiring Trust), a Massachusetts business trust, on behalf of its identified series. Consequently, pursuant to the terms of each proposed reorganization, if the reorganization is approved, shareholders of a Target Fund will no longer be subject to relevant provisions of the Target Companys Articles of Incorporation, Bylaws and Wisconsin law and, instead, will be subject to relevant provisions of the Acquiring Trusts Declaration of Trust, Bylaws and the laws of the Commonwealth of Massachusetts. In light of the foregoing, the chart below has been included to highlight the similarities and differences between the terms of the Target Companys Articles of Incorporation, Bylaws and Wisconsin law on the one hand, and the Acquiring Trusts Declaration of Trust, Bylaws and Massachusetts law, on the other hand, with respect to shareholder rights.
Acquiring Trust |
Target Company |
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Policy |
(Massachusetts) |
(Wisconsin) |
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Shareholder Liability | The shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust contains express disclaimers of shareholder liability for acts, obligations or affairs of the trust. The Declaration of Trust also provides for indemnification and reimbursement of expenses out of the assets of a series for any shareholder held personally liable for obligations of such series. Therefore, the possibility that a shareholder could be held liable would be limited to a situation in which the assets of the applicable series had been exhausted. | Under the Wisconsin Business Corporation Law (WBCL), the shareholders of the Company are not liable to the Company or its creditors with respect to their shares except to pay the consideration for which the shares were authorized to be issued. In addition, the WBCL provides that the shareholders are not personally liable for the acts or debts of the Company. | ||
Shareholder Voting Rights | The shareholders have the power to vote (i) for the election of Trustees, (ii) to the same extent as shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the trust or shareholder, (iii) with respect to termination of the trust or any class or series of the trust, (iv) with respect to the approval or termination in accordance with the 1940 Act of any contract with any one or more corporations, trusts, associations, partnerships, limited partnerships or other types of organizations, or individuals as to which shareholder approval is required by the 1940 Act, and (iv) with respect to additional matters relating to the trust as may be required by the 1940 Act, the Declaration of Trust, the Bylaws or any registration of the trust with the SEC (or any successor agency) or any state, or as the trustees may consider necessary or desirable. |
Shareholders are entitled to one vote per full share of common stock and a fractional vote per fractional share.
Each share of a series gives the shareholder one vote in the election of directors and other matters submitted to shareholders for vote.
All holders of shares of stock vote as a single series or class except with respect to any matter which affects only one or more series or class of stock, in which case only the holders of shares of the series or class affected are entitled to vote. |
B-1
Acquiring Trust |
Target Company |
|||
Policy |
(Massachusetts) |
(Wisconsin) |
||
If authorized by the trustees, shareholders shall be entitled to vote cumulatively in the election of trustees.
Any fractional share of a series or class shall carry proportionately all the rights and obligations of a whole share of that series or class, including rights with respect to voting.
Shareholders of any particular series or class shall not be entitled to vote on any matters as to which such series or class is not affected. |
||||
Shareholder Meetings |
The Trust is not required to hold annual meetings of shareholders.
Meetings of the shareholders may be called by the Trustees for the purpose of electing Trustees and for such other purposes as may by prescribed by law, the Declaration of Trust, the Bylaws, or in discretion of the Trustees. |
The Company is not required to hold an annual meeting of shareholders in any year in which none of the following is required to be acted on by shareholders under the 1940 Act: (i) election of Directors; (ii) approval of the Companys investment advisory contract; (iii) ratification of the selection of the Companys independent public accountants; (iv) approval of the Companys distribution agreement.
The WBCL permits registered investment companies, such as the Company, to operate without an annual meeting of shareholders under specified circumstances if an annual meeting is not required by the 1940 Act.
The Company holds meetings of shareholders as required by the 1940 Act, the Articles of Incorporation, as amended, and/or the By-laws.
A special meeting of the shareholders may be called by the Board upon written request of shareholders owning at least 10% of the Companys outstanding voting shares. |
||
Shareholder Quorum |
The presence in person or by proxy of 10% of the votes entitled to be cast at a meeting constitutes a quorum.
When any one or more series or classes votes as a single class separate from any other shares which are to vote on the same matters as a separate class or classes, 10% of the votes entitled to be cast by each such class entitled to vote constitutes a quorum at a shareholders meeting of that class. |
The presence in person or by proxy of the holders of one-third of the shares of capital stock of the Company entitled to vote without regard to series or class shall constitute a quorum at any meeting of the shareholders, except with respect to a meeting of one or more series or classes of stock, in which case the presence in person or by proxy of the holders of one-third of the shares of stock of each series or class entitled to vote on the matter shall constitute a quorum. |
B-2
Acquiring Trust |
Target Company |
|||
Policy |
(Massachusetts) |
(Wisconsin) |
||
A meeting may be adjourned by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. | A meeting may be adjourned at any time, including after action on one or more matters, by a majority of shares represented, even if less than a quorum. | |||
Preemptive Rights | Shareholders have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. | Shareholders are not entitled to any preemptive, appraisal or conversion rights. | ||
Shareholder Meeting Demand Procedure | If a meeting of shareholders has not been held during the immediately preceding fifteen (15) months for the purpose of electing trustees, a shareholder or shareholders holding three percent (3%) or more of the voting power of all shares entitled to vote may demand a meeting of shareholders for the purpose of electing trustees by written notice of demand given to the trustees.(1) | | ||
Trustee Power to Amend Organizational Document |
The Trustees may amend the Declaration of Trust at any time by an instrument in writing signed by a majority of the then Trustees provided that notice of such amendment is transmitted promptly to shareholders of record.
The Trustees need not, however, provide notice of an amendment if the amendment is for the purpose of supplying an omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained in the Declaration of Trust, or having any other purpose which is ministerial or clerical in nature. |
The Board may amend the Articles of Incorporation without shareholder vote, except that no amendment to the Articles of Incorporation shall affect any right of any person under the Articles of Incorporation without a shareholder vote. |
B-3
MORE INFORMATION ON COLUMBIA
Columbias principal offices are located at 290 Congress Street, Boston, MA 02210. Columbias principal executive officers and directors and the principal occupation of each are shown below.
Name, Address |
Principal Occupation |
|
William F. Ted Truscott 290 Congress Street Boston, MA 02210 |
President and Chairman of the Board, Columbia; Chief Executive Officer Global Asset Management, Ameriprise Financial; Chairman of the Board and Chief Executive Officer, Columbia Management Investment Distributors | |
Brian M. Engelking 5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 |
Vice President, Chief Financial Officer, Member of the Board of Governors | |
Colin Moore 290 Congress Street Boston, MA 02210 |
Executive Vice President, Global Chief Investment Officer, Member of the Board of Governors | |
Scott E. Couto 290 Congress Street Boston, MA 02210 |
Executive Vice President, Head of North America and Member of the Board of Governors | |
Gene R. Tannuzzo 290 Congress Street Boston, MA 02210 |
Managing Director, Global Head of Fixed Income and Member of the Board of Governors | |
Paul B. Goucher 485 Lexington Avenue New York, NY 10017 |
Vice President, Chief Legal Officer and Assistant Secretary | |
Lee Faria 290 Congress Street Boston, MA 02210 |
Vice President and Chief Compliance Officer | |
Stephen J. Harasimowicz 290 Congress Street Boston, MA 02210 |
Senior Vice President and Global Head of Trading | |
Melda Mergen 290 Congress Street Boston, MA 02210 |
Managing Director and Deputy Global Head of Equities | |
William Landes 290 Congress Street Boston, MA 02210 |
Head of North America Institutional Sales and Global Head of Investment Solutions | |
Michael G. Clarke 290 Congress Street Boston, MA 02210 |
Vice President, Head of North American Operations and Co-Head of Global Operations |
C-1
Comparable Funds for which Columbia Serves as Investment Adviser or Subadviser
BMO Fund |
Comparable Funds for which Columbia Serves as Investment Adviser or Subadviser |
Fund Assets as of June 30, 2021 (Millions) |
Columbia Fund Management Fee Rate |
|||||
Assets (Millions) |
Fee Rate |
|||||||
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Low Volatility Equity Fund |
Columbia Dividend Income Fund
|
$35,742 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 $12,000 - $15,600 $15,600 - $20,300 $20,300 - $26,400 $26,400 - $34,300 $34,300 - $44,600 $44,600 - $58,000 > $58,000 |
0.720% 0.670% 0.620% 0.570% 0.550% 0.530% 0.520% 0.5175% 0.5150% 0.5125% 0.5100% 0.5075% 0.5050% |
||||
Columbia Disciplined Value Fund | $213 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.750% 0.700% 0.650% 0.600% 0.580% 0.560% 0.550% |
|||||
Columbia Large Cap Value Fund | $2,747 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.720% 0.670% 0.620% 0.570% 0.550% 0.530% 0.520% |
C-2
BMO Fund |
Comparable Funds for which Columbia Serves as Investment Adviser or Subadviser |
Fund Assets as of June 30, 2021 (Millions) |
Columbia Fund Management Fee Rate |
|||||
Assets (Millions) |
Fee Rate |
|||||||
Columbia Select Large Cap Value Fund | $1,761 |
$0 - $500 $500 - $1,000 $1,000 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.770% 0.715% 0.615% 0.600% 0.580% 0.570% |
|||||
Columbia Variable Portfolio Select Large Cap Value Fund | $2,542 |
$0 - $500 $500 - $1,000 $1,000 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.770% 0.715% 0.615% 0.600% 0.580% 0.570% |
|||||
SunAmerica Columbia Focused Value Fund | $389.9 |
$0 - $250 $250 - $500 $500 - $1,000 > $1,000 |
0.320% 0.270% 0.230% 0.200% |
|||||
BMO Large-Cap Growth Fund | Columbia Disciplined Growth Fund | $308 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.750% 0.700% 0.650% 0.600% 0.580% 0.560% 0.550% |
||||
Columbia Large Cap Growth Fund | $5,466 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.770% 0.720% 0.670% 0.620% 0.600% 0.580% 0.570% |
C-3
BMO Fund |
Comparable Funds for which Columbia Serves as Investment Adviser or Subadviser |
Fund Assets as of June 30, 2021 (Millions) |
Columbia Fund Management Fee Rate |
|||||
Assets (Millions) |
Fee Rate |
|||||||
Columbia Variable Portfolio Large Cap Growth Fund | $2,799 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.770% 0.720% 0.670% 0.620% 0.600% 0.580% 0.570% |
|||||
Columbia Select Large Cap Growth | $2,220 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
0.770% 0.720% 0.670% 0.620% 0.600% 0.580% 0.570% |
|||||
Destinations Large Cap Equity Fund | $1,159 |
$0 - $250 $250 - $500 > $500 |
0.320% 0.270% 0.230% |
|||||
Morgan Stanley Pathway Large Cap Equity Fund | $174 |
$0 - $250 $250 - $500 > $500 |
0.350% 0.300% 0.250% |
|||||
BMO Small-Cap Growth Fund | Columbia Small Cap Growth Fund | $3,359 |
$0 - $500 $500 - $1,000 $1,000 - $3,000 $3,000 - $12,000 > $12,000 |
0.870% 0.820% 0.770% 0.760% 0.750% |
||||
Columbia Variable Portfolio - Small Company Growth Fund | $452 |
$0 - $500 $500 - $1,000 $1,000 - $3,000 $3,000 - $12,000 > $12,000 |
0.870% 0.820% 0.770% 0.760% 0.750% |
C-4
MORE INFORMATION ON PYRFORD INTERNATIONAL LTD.
Pyrford International Ltd. (Pyrford) is a registered investment adviser that is currently a wholly-owned subsidiary of the Bank of Montreal Capital Markets (Holdings) Ltd, a BMO Financial Group company. As part of BMOs private client group, Pyrford provides wealth management services to clients in North America, the Middle East, UK and Europe. Pyrfords address is 95 Wigmore Street, London, United Kingdom, W1U 1FD. Pyrford was established in 1987 and in December 2007 the Bank of Montreal acquired 100% of Pyrford.
Pursuant to a definitive agreement between Bank of Montreal and Ameriprise Financial, Inc. (Ameriprise Financial), it is expected that Ameriprise Financial will acquire Pyrford. Pyrford currently serves as investment subadviser to BMO Pyrford International Stock Fund, a series of BMO Funds, Inc. Pyrford does not currently serve as investment adviser or subadviser to any other registered investment companies.
Pyrfords principal executive officers and directors and the principal occupation of each officer and director are shown below.
Name |
Principal Occupation | |
[] | [] | |
[] | [] |
D-1
DATES ON WHICH CURRENT ADVISORY
AGREEMENTS WERE LAST APPROVED BY SHAREHOLDERS
Fund |
Date of Approval by
Shareholders |
|
BMO Dividend Income Fund |
December 28, 2011 | |
BMO Large-Cap Value Fund |
October 6, 2011 | |
BMO Low Volatility Equity Fund |
September 28, 2012 | |
BMO Large-Cap Growth Fund |
October 6, 2011 | |
BMO Small-Cap Growth Fund |
October 6, 2011 |
E-1
FORM OF PROPOSED ADVISORY AGREEMENT
AGREEMENT made this [] day of [], 2021 by and between Columbia Management Investment Advisers, LLC, an investment adviser registered under the Investment Advisers Act of 1940, organized under the laws of Minnesota and having its principal place of business in Boston, MA (the Adviser), and BMO Funds, Inc., a Wisconsin corporation having its principal place of business in Milwaukee, WI (the Fund), on behalf of each portfolio of the Fund set forth on Schedule A, as may be amended from time to time (each, a Portfolio and collectively, the Portfolios).
WHEREAS, the Fund is an open-end company as that term is defined in the Investment Company Act of 1940 (the 1940 Act) and is registered as such with the Securities and Exchange Commission (SEC);
WHEREAS, as used herein Portfolio refers to a class of the Funds common stock;
WHEREAS, the Adviser is engaged in the business of rendering investment advisory and management services; and
WHEREAS, the Fund wishes to retain the Adviser to render investment advisory services to each Portfolio, and the Adviser is willing to furnish such services to each Portfolio.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein, the Fund and the Adviser, intending to be legally bound, hereby agree as follows:
1. The Fund hereby appoints the Adviser as investment adviser for each Portfolio on whose behalf the Fund executes Schedule B to this Agreement, for the period and on the terms set forth in this Agreement. The Advisor, by execution of Schedule B, accepts such appointment and agrees to furnish the services for the compensation as herein provided.
2. Subject to the oversight of the Board of Directors of the Fund (the Board or the Directors), the Adviser shall provide a continuous investment program for each Portfolio, including investment research and management of the investment and reinvestment of the assets of each Portfolio. The Adviser shall determine the securities and other investments to be purchased, retained, sold or exchanged under each Portfolios investment program, and shall implement such decisions in accordance with and subject to such Portfolios applicable investment objectives, policies and limitations set forth in the Portfolios then current prospectus and statement of additional information, any investment policies and restrictions contained in the Funds Articles of Incorporation and By-Laws, as amended from time to time, the 1940 Act and the applicable rules and regulations promulgated thereunder by the SEC and interpretive guidance issued by the SEC staff, and any other applicable federal and state laws. The Adviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to a Portfolios securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board.
F-1
3. Subject to the Boards approval, at its own expense, the Adviser may enter into agreements with one or more investment subadvisers, including affiliates of the Adviser, in which the Adviser delegates to such investment subadvisers any or all its duties specified hereunder, on such terms as the Adviser will determine to be necessary, desirable or appropriate, provided that in each case the Adviser shall supervise the activities of each such subadviser and further provided that such agreements are entered into in accordance with and meet all applicable requirements of the 1940 Act and rules thereunder. Any such delegation shall not relieve the Adviser of any of its duties hereunder. The Adviser also shall have the authority, upon the approval of the Board and subject to applicable provisions of the 1940 Act and the regulations thereunder, to select one or more subadvisers to provide day-to-day portfolio management with respect to all or a portion of the assets of any of the Portfolios and to allocate and reallocate the assets of a Portfolio between and among any subadvisers so selected pursuant to a manager of managers structure. The Fund acknowledges that under this structure, the Adviser would have the authority to retain and terminate subadvisers, engage new subadvisers and make material revisions to the terms of the subadvisory agreements for a Portfolio subject to approval of the Board and such other terms and conditions of the SEC exemptive order or rule, but not shareholder approval, provided shareholders of such Portfolio previously approved the manager of managers structure.
4. The Adviser, pursuant to its determinations, will select, monitor and place orders with or through such brokers or dealers and seek best execution of Portfolio securities transactions in conformity with the brokerage policies set forth in the Funds then effective Registration Statement. In accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and interpretive guidance issued by the SEC thereunder, the Adviser may cause a Portfolio to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the Adviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received. The Adviser will promptly communicate to Fund officers and the Board such information relating to Portfolio transactions as they may reasonably request.
5. The Adviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. The Adviser shall not be responsible for a Portfolios expenses and each Portfolio shall pay or cause to be paid all of the Portfolios expenses and the Portfolios allocable share of Fund expenses, including, without limitation; the expenses of organizing a Portfolio and continuing its existence; fees and expenses of Directors and officers of the Fund; fees for investment advisory services and administrative personnel and services; distribution fees; fees and expenses of preparing and filing the Funds Registration Statements and qualifying the Fund, the Portfolios, and shares of the Portfolios (Shares) under federal and state laws and regulations; expenses of preparing, printing, and distributing prospectuses and statements of additional information (and any amendments thereto) and shareholder reports; interest expense, taxes, fees, and commissions of every kind; expenses in connection with the issue, purchase, repurchase, and redemption of Shares, including expenses attributable to a program of periodic issue; expenses in connection with the purchase or sale of the Portfolios securities and other investments; loan commitment fees; charges and expenses of custodians, transfer agents, dividend disbursing agents,
F-2
shareholder servicing agents, independent pricing vendors and registrars; printing and mailing costs, auditing, accounting, and legal expenses; reports to governmental officers and commissions; expenses of meetings of Directors and shareholders and proxy solicitations therefor; fidelity bond and other insurance expenses; association membership dues; and such nonrecurring items as may arise, including all losses and liabilities incurred in administering the Fund and the Portfolios. A Portfolio will also pay its allocable share of such extraordinary expenses as may arise, including expenses incurred in connection with litigation, proceedings, and claims and the legal obligations of the Fund to indemnify its officers, Directors, employees, distributors, and agents with respect thereto.
6. Each Portfolio shall pay to the Adviser, for all services rendered to each Portfolio by the Adviser hereunder, the fees set forth in Schedule B attached hereto. The net asset value of each Portfolios Shares as used herein shall be determined as provided in the Portfolios then current prospectus and statement of additional information and shall be calculated to the nearest 1/10th of one cent. The Adviser, in its sole discretion, may from time to time and for such periods as it deems appropriate reduce its compensation (and assume expenses) for one or more of the Portfolios.
7. The Fund and the Adviser agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that any records that it maintains for a Portfolio are the property of the Portfolio, and further agrees to surrender promptly to the Portfolio any of such records upon the Portfolios request; provided, however, that the Adviser may retain for its records copies of the records so surrendered. The Adviser further agrees to arrange for the preservation of any such records for the periods prescribed by Rule 31a-2 under the 1940 Act.
8. The Adviser shall at all times conform to, and act in accordance with, the Funds Articles of Incorporation, By-Laws and Registration Statement, as each may be amended from time to time, the instructions and directions of the Board, any requirements imposed by the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the Advisers Act), all applicable rules and regulations of the SEC and all other applicable federal and state laws and regulations applicable to the Fund. Consequently, the Adviser has (i) adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and (ii) adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents.
9. The Adviser acknowledges that the Fund may disclose shareholder nonpublic personal information (NPI) to the Adviser solely in furtherance of fulfilling the Advisers contractual obligations under this Agreement in the ordinary course of business to support the Fund and its shareholders. The Advisor agrees to be bound to use and redisclose such NPI only for the limited purposes of processing and servicing transactions; for specified law enforcement and miscellaneous legally permitted purposes; and as a Fund service provider or in connection with joint marketing arrangements solely at the direction and discretion of the Fund, in
F-3
accordance with the limited exceptions set forth in applicable state privacy laws and Regulation S-P. The Adviser further represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to insure the security and confidentiality of records and NPI of Fund shareholders; protect against any anticipated threats or hazards to the security or integrity of Fund shareholder records and NPI; and protect against unauthorized access to or use of such Fund shareholder records or NPI that could result in substantial harm or inconvenience to any Fund shareholder. The Adviser agrees to maintain the confidentiality of any NPI it receives from the Fund in connection with this Agreement or any joint marketing arrangement beyond the termination date of this Agreement.
10. This Agreement shall begin for each Portfolio as of the effective date set forth on Schedule A and shall continue in effect with respect to each Portfolio for the initial term set forth on Schedule A, unless sooner terminated as hereinafter provided, so long as this Agreement is approved for each Portfolio in the manner required by the 1940 Act and the rules and regulations thereunder. This Agreement shall continue in effect for successive periods of one year with respect to each Portfolio, unless the Adviser shall have notified a Portfolio in writing at least sixty (60) days prior to the end of the applicable term that it does not desire such continuation with respect to that Portfolio, but only so long as such continuance is specifically approved for each Portfolio at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time with respect to any Portfolio, without the payment of any penalty, by the Directors of the Fund or by a vote of a majority of the outstanding voting securities of that Portfolio on sixty (60) days written notice to the Adviser. This Agreement may not be assigned by the Adviser and shall automatically terminate in the event of any assignment. As used in this paragraph, the terms assignment and a vote of a majority of the outstanding voting securities shall have the respective meanings set forth in 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC by any rule, regulation, order or interpretive guidance.
11. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under this Agreement on the part of the Adviser, the Adviser shall not be liable to the Fund or to any of the Portfolios or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security or other investment of a Portfolio. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or arty shareholder of the Fund may have under any federal securities or state law.
12. With respect to a Portfolio, this Agreement may be amended only by an instrument in writing signed by the parties, with such approvals as required by applicable law.
13. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
F-4
14. The services of the Adviser to the Fund are not to be deemed exclusive and the Adviser shall be free to render similar services to others as long as its services to others does not in any way hinder, preclude or prevent the Adviser from performing its duties under this Agreement. In addition, nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser who may also be a Director or officer of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
15. This Agreement shall be construed in accordance with and governed by the internal laws of the Commonwealth of Massachusetts; provided, however, that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or the rules and regulations promulgated pursuant to such respective Acts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date hereof.
BMO Funds, Inc. | Columbia Management Investment Advisers, LLC | |||||
By: | By: | |||||
Name: John M. Blaser | Name: [William F. Truscott] | |||||
Title: President | Title: [President] |
F-5
SCHEDULE A
to the
Investment Advisory Agreement
(as of [], 2021)
BMO Funds
Portfolio |
Effective
Date |
Initial
Term* |
||
BMO Disciplined International Equity Fund |
[] | [] | ||
BMO Mid-Cap Value Fund |
[] | [] | ||
BMO Small-Cap Value Fund |
[] | [] | ||
BMO Mid-Cap Growth Fund |
[] | [] | ||
BMO Dividend Income Fund |
[] | [] | ||
BMO Large-Cap Value Fund |
[] | [] | ||
BMO Low Volatility Equity Fund |
[] | [] | ||
BMO Large-Cap Growth Fund |
[] | [] | ||
BMO Small-Cap Growth Fund |
[] | [] | ||
* After the Initial Term, the Agreement may continue in effect for successive periods of one year as provided in Section 10 of the Agreement. |
F-6
SCHEDULE B
to the
Investment Advisory Agreement
For all services rendered by the Adviser pursuant to the Agreement, each Portfolio of the Fund shall pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered, an annual investment advisory fee calculated by applying the applicable annual rate to the average daily net assets of the Portfolio as set forth below.
Annual Investment Advisory Fee as a Percentage of
Each Portfolios Aggregate Daily Net Assets |
||||||||||||
Portfolio |
on the first
$1 billion |
on the next
$1 billion |
in excess of
$2 billion |
|||||||||
BMO Large-Cap Value Fund |
0.35 | % | 0.325 | % | 0.30 | % | ||||||
BMO Large-Cap Growth Fund |
0.35 | % | 0.325 | % | 0.30 | % | ||||||
BMO Disciplined International Equity Fund |
0.60 | % | 0.575 | % | 0.55 | % |
Annual Investment Advisory Fee as a Percentage of
Each Portfolios Aggregate Daily Net Assets |
||||||||||||||||
Portfolio |
on the first
$500 million |
on the next
$200 million |
on the next
$100 million |
in excess of
$800 million |
||||||||||||
BMO Low Volatility Equity Fund |
0.40 | % | 0.39 | % | 0.35 | % | 0.30 | % | ||||||||
BMO Dividend Income Fund |
0.50 | % | 0.49 | % | 0.45 | % | 0.40 | % | ||||||||
BMO Mid-Cap Value Fund |
0.685 | % | 0.67 | % | 0.57 | % | 0.51 | % | ||||||||
BMO Mid-Cap Growth Fund |
0.685 | % | 0.67 | % | 0.57 | % | 0.51 | % | ||||||||
BMO Small-Cap Value Fund |
0.685 | % | 0.68 | % | 0.62 | % | 0.61 | % | ||||||||
BMO Small-Cap Growth Fund |
0.685 | % | 0.68 | % | 0.62 | % | 0.61 | % |
The investment advisory fee shall accrue daily at the rate of 1/365th of the applicable annual rate applied to the daily net assets of the Portfolio. The investment advisory fee so accrued shall be paid to the Adviser monthly.
F-7
Effective this [] day of [], 2021.
BMO Funds, Inc. | Columbia Management Investment Advisers, LLC | |
By: | By: | |
Name: John M. Blaser | Name: [William F. Truscott] | |
Title: President | Title: [President] |
F-8
FORM OF PROPOSED SUBADVISORY AGREEMENT
AGREEMENT made as of the [] day of [], 2021 by and between BMO Asset Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), organized under the laws of Delaware and having its principal place of business in Chicago, Illinois (the Adviser), and Pyrford International Ltd, a corporation organized under the laws of the United Kingdom and an investment adviser registered under the Advisers Act (the Subadviser).
WITNESSETH
WHEREAS, BMO Funds, Inc. (the Corporation) is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act); WHEREAS, pursuant to authority granted the Adviser by the Corporations Board of Directors (the Board or the Directors) and pursuant to the provisions of the Investment Advisory Agreement dated October 6, 2011 between the Adviser and the Corporation (the Advisory Agreement), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Corporations portfolio named on an Exhibit to this Agreement (the Fund) and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth; and
WHEREAS, pursuant to an agreement effective January 3, 2018, Adviser and Subadviser have undertaken to assume additional responsibilities with respect to the implementation of this Agreement to ensure compliance with Markets in Financial Instruments Directive (MFID) II.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is agreed as follows:
1. |
The Subadvisers Services. |
(a) |
Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision and review of the Adviser and oversight of the Board, the Subadviser shall have the sole and exclusive responsibility for the making of all investment decisions for that portion of the Funds portfolio as designated by the Adviser (the Portfolio), including the purchase, retention and disposition of securities, in accordance with the Funds investment objectives, policies and restrictions as stated in the Corporations Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the Prospectus) and subject to the following understandings: |
G-1
(i) |
The Subadviser shall supervise the Portfolios investments and determine from time to time what securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash. |
(ii) |
In performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Corporations Articles of Incorporation and By-Laws; the Funds Prospectus, policies and procedures; and the instructions and directions received in writing from the Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations. |
(iii) |
As of the date of this Agreement 100% of the Funds investable assets will be allocated to the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the portion of the Funds assets allocated to the Portfolio pursuant to this Agreement if the Adviser deems such reallocation appropriate. |
(b) |
The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Corporation or the Board the information required to be supplied under this Agreement. |
The Subadviser shall maintain separate books and detailed records of all matters pertaining to the Fund and the Portfolio (the Funds Books and Records), including without limitation a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Funds Books and Records shall be available by overnight delivery of copies or electronic transmission without delay to the Adviser during any day that the Fund is open for business upon reasonable notice to the Subadviser.
(c) |
The Subadviser shall determine the securities to be purchased or sold by the Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in the Funds Prospectus. Subject to the provisions of the following paragraph, the Subadviser will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in the Funds Prospectus. |
G-2
In using reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the Funds best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. The Subadviser may allocate brokerage business to firms that provide such services or facilities and in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and interpretive guidance issued by the SEC thereunder, the Subadviser may cause the Fund to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received.
Consistent with the foregoing paragraph, nothing in this agreement is intended to inhibit the Subadvisers selection of broker-dealers used to execute trades for the Fund, including trades placed with broker-dealers who provide investment research services to the Subadviser. Such research services may include, but are not limited to, advice provided either directly or through publications or writings, including electronic publications, telephone contacts and personal meetings with security analysts, economists and corporate and industry spokespersons, and analyses and reports concerning issues, industries and securities economic factors and trends. Research so provided is in addition to and not in lieu of the services required to be performed by the Subadviser.
It is understood that the Subadviser may have advisory, management, service or other contracts with other individuals or entities, and may have other interests and businesses. When a security proposed to be purchased or sold for the Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser may aggregate such orders and shall allocate such purchases or sales on a pro-rata, rotating or other equitable basis so as to avoid any one account being systematically preferred over any other account.
The Subadviser will advise the Adviser and, if instructed by the Adviser, the Funds custodian or sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Portfolio security specifying the name of the issuer, the full description of the security including its class, and amount or number of shares of the security purchased or sold, the market price, commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as a principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act, and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
G-3
(d) |
From time to time as the Adviser or the Board may reasonably request, the Subadviser shall furnish the Adviser and the Board reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Board may reasonably request. The Subadviser will also inform the Adviser and the Board of material changes in investment strategy or tactics or in key personnel and will provide reasonable prior notice of any changes to Subadvisers ownership. |
It shall be the duty of the Subadviser to furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 8 or 9 hereof or in connection with the Boards annual consideration of this Agreement under Section 15(c) of the 1940 Act.
(e) |
The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Funds shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio, in accordance with the Subadvisers proxy voting policies, which shall be provided, along with any amendments, to the Corporation, or such other proxy voting policy approved by the Board. The Subadvisers obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall provide the Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Adviser, the Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. |
(f) |
As reasonably requested by the Corporation on behalf of the Corporations officers and in accordance with the scope of the Subadvisers obligations and responsibilities contained in this Agreement, the Subadviser shall provide reasonable assistance to the Corporation in connection with the Corporations compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Corporation and to the extent accurate, that it is in |
G-4
compliance with all applicable federal securities laws as defined in Rule 38a-1(e)(1) under the 1940 Act and Rule 206(4)-7 under the Advisers Act and to the extent that it is not in compliance with all applicable federal securities laws, describe such non-compliance and the timeframe in which compliance is expected to be achieved; (ii) facilitating and cooperating with third-party audits arranged by the Corporation to evaluate the effectiveness of its compliance controls; (iii) providing the Corporations chief compliance officer with direct access to its compliance personnel; (iv) providing the Corporations chief compliance officer with periodic reports; and (v) promptly providing special reports to the Corporations chief compliance officer in the event of compliance issues. Further, the Subadviser is aware that: (i) the president (principal executive officer) and treasurer (principal financial officer) of the Corporation (collectively, the Certifying Officers) are required to certify the Corporations periodic reports on Form N-CSR and Form N-Q pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser of which they do not have firsthand knowledge. Consequently, the Subadviser has in place procedures and controls that are reasonably designed to ensure the adequacy of the services provided to the Corporation under this Agreement and the accuracy of the information prepared by it and which is included in the Corporations periodic reports, and shall provide certifications to the Corporation to be relied upon by the Certifying Officers in certifying the Corporations periodic reports on Form N-CSR and Form N-Q (and such other periodic reports that may require certification in the future), in a form reasonably satisfactory to the Corporation. |
2. Allocation of Charges and Expenses. The Subadviser will bear its own expenses of providing services hereunder. Other than as specifically indicated herein, the Subadviser shall not be responsible for the Corporations or the Advisers expenses, including, without limitation the expenses of organizing the Corporation and continuing its existence; fees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (Shares), including expenses of administrative support services, fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933, as amended, and the 1940 Act, and any amendments thereto; expenses of registering and qualifying the Corporation, the Fund and Shares of the Fund under federal and state laws and regulation; expenses of preparing, printing and distributing prospectuses (and any amendments thereto) to shareholders; interest expense; taxes, fees and commissions of every kind; expenses of issue (including costs of Share certificates), purchase, repurchase and redemption of Shares including expenses attributable to a program of periodic issue, charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and registrars, printing and mailing costs, auditing, accounting and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of the Board and shareholders and proxy solicitations therefore; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and the Fund. The Corporation or the Adviser,
G-5
as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Corporation or a Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser.
3. Information Supplied by the Adviser. The Adviser shall provide the Subadviser with the Corporations Articles of Incorporation and By-Laws, the Funds most current Prospectus and Statement of Additional Information and the instructions, policies and directions of the Board pertaining to the Adviser and the Fund, as in effect from time to time; and the Subadviser shall have no responsibility for actions taken in reliance on any such documents. The Adviser shall promptly furnish to the Subadviser copies of all material amendments or supplements to the foregoing documents.
4. Representations of the Subadviser. The Subadviser represents, warrants, and agrees as follows:
(a) |
The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
(b) |
The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Corporation with a copy of such code of ethics. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating the Subadvisers code of ethics, and (ii) identifying any material violations which have occurred with respect to the code of ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant to the Subadvisers code of ethics. |
G-6
(c) |
The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. |
(d) |
The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act. |
5. Subadvisers Compensation. As compensation for the Subadvisers services with respect to the Fund hereunder, the Adviser shall pay to the Subadviser a fee, computed daily and paid monthly in arrears, at an annual rate set forth on the Exhibit relating to the Fund. The method of determining net assets of the Portfolio for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of Fund shares as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this contract is in effect.
6. Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed to be an agent of the Corporation or of the Adviser.
7. Sales Literature. The Adviser and Subadviser acknowledge that all sales literature for investment companies (such as the Corporation) are subject to strict regulatory oversight. The Subadviser agrees to submit any proposed sales literature for the Corporation (or any Fund) or for itself or its affiliates which mentions the Corporation (or any Fund) to the Corporations distributor for review and filing with the appropriate regulatory authorities prior to the public release of any such sales literature, provided, however, that nothing herein shall be construed so as to create any obligation or duty on the part of the Subadviser to produce sales literature for the Corporation (or any Fund). Further, the Adviser agrees to submit to the Subadviser any and all sales literature referencing Subadviser by name (other than in the name of the Fund) for review and approval prior to filing or public release.
8. Amendments. The terms of this Agreement may be changed only by an instrument in writing signed by the parties, with such approvals as required by applicable law.
G-7
9. Duration and Termination.
(a) |
Duration. This Agreement shall become effective with respect to the Fund after it has been approved in accordance with the requirements of the 1940 Act and the Exhibit relating to the Fund has been executed by the Adviser and Subadviser, and shall continue in effect for the initial term set forth on the Exhibit and thereafter for successive periods of one year, subject in both cases to the provisions for termination and all of the other terms and conditions hereof and provided in the latter case that such continuation is specifically approved at least annually by (i) the affirmative vote of a majority of the Directors voting in person, including a majority of the Directors who are not interested persons of the Corporation, the Adviser or the Subadviser, at a meeting called for that purpose, or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund. |
(b) |
Termination. Notwithstanding anything to the contrary provided herein, this Agreement may be terminated at any time, without payment of any penalty, by the affirmative vote of a majority of the Directors, or by the affirmative vote of a majority of the outstanding voting securities of the Fund or by the Adviser, in each case upon not more than 60 nor less than 30 calendar days written notice to the Subadviser. The Subadviser may terminate this Agreement at any time, without payment of any penalty, upon not less than 60 calendar days written notice to the Adviser. This Agreement shall also terminate automatically in the event of its assignment by either party (as defined under the 1940 Act) and upon the termination of the Advisory Agreement. |
In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser. In addition, the Subadviser shall deliver the Funds Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio assets management to any successors of the Subadviser, including the Adviser. The Subadviser may retain copies of any record required to meet any record retention obligation imposed by law or regulation.
10. Certain Definitions. For the purposes of this Agreement:
(a) |
Affirmative vote of a majority of the outstanding voting securities of the Fund means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, of (i) 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (ii) more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. |
G-8
(b) |
Interested persons and Assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. |
11. Standard of Care, Liability and Indemnification.
(a) |
The Subadviser shall exercise its best judgment in rendering the services provided by it under this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser or the Corporation, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with the rendering of services by Subadviser. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which a Fund or any shareholder of the Fund may have under any federal securities or state law. |
(b) |
The Subadviser shall indemnify and hold the Adviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Subadviser as a result of the Subadvisers willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder. |
(c) |
The Adviser shall indemnify and hold the Subadviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Adviser as a result of the Advisers willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder. |
12. Confidentiality. The Adviser and the Subadviser acknowledge that the Fund may disclose shareholder nonpublic personal information (NPI) to the Subadviser solely in furtherance of fulfilling the Subadvisers contractual obligations under this Agreement in the ordinary course of business to support the Fund and its shareholders. The Subadviser agrees to be bound to use and redisclose such NPI only for the limited purposes of processing and servicing transactions; for specified law enforcement and miscellaneous legally permitted purposes; and as a Fund service provider or in connection with joint marketing arrangements solely at the direction and discretion of the Fund, in accordance with the limited exceptions set forth in applicable state privacy laws and Regulation S-P. The Subadviser further represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards
G-9
by adopting policies and procedures reasonably designed to insure the security and confidentiality of records and NPI of Fund shareholders; protect against any anticipated threats or hazards to the security or integrity of Fund shareholder records and NPI; and protect against unauthorized access to or use of such Fund shareholder records or NPI that could result in substantial harm or inconvenience to any Fund shareholder. The Subadviser agrees to maintain the confidentiality of any NPI it receives from the Fund in connection with this Agreement or any joint marketing arrangement beyond the termination date of this Agreement.
13. Jurisdiction. This Agreement shall be governed by and construed to be consistent with the Advisory Agreement and in accordance with substantive laws of the State of Wisconsin without giving regard to the conflict of law principles thereof and in accordance with the 1940 Act. In the case of any conflict between state law and the 1940 Act, the 1940 Act shall control.
14. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date hereof.
BMO ASSET MANAGEMENT CORP. | PYRFORD INTERNATIONAL LTD. | |||||||
By: |
|
By: |
|
|||||
Name: | Name: | |||||||
Title: | Title: |
G-10
Exhibit A
Fund Name |
Subadvisory Fee |
Initial Term |
||
BMO Pyrford International Stock Fund | Forty percent (40%) of the gross advisory fee received by Adviser from the Fund | [] |
BMO ASSET MANAGEMENT CORP. | ||
By: |
|
|
Name: | ||
Title: | ||
BMO ASSET MANAGEMENT CORP. | ||
By: |
|
|
Name: | ||
Title: | ||
PYRFORD INTERNATIONAL LTD. | ||
By: |
|
|
Name: | ||
Title: |
25661274.1
G-11
FEE RATES PAYABLE UNDER THE CURRENT AND PROPOSED ADVISORY AGREEMENTS
The following table shows BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Funds contractual advisory fee rate payable to BMO AM under the Current Advisory Agreement and the contractual advisory fee rate that would be payable to Columbia under the Proposed Advisory Agreement. The advisory fee rate payable to BMO AM under the Current Advisory Agreement is identical to the fee rate that would be payable to Columbia under the Proposed Advisory Agreement.
Fund |
Current Advisory Fee Rate* |
Proposed Advisory Fee Rate* |
||
BMO Dividend Income Fund |
0.50% on the first $500 million 0.49% on the next $200 million 0.45% on the next $100 million 0.40% in excess of $800 million |
0.50% on the first $500 million 0.49% on the next $200 million 0.45% on the next $100 million 0.40% in excess of $800 million |
||
BMO Large-Cap Value Fund |
0.35% on the first $1 billion 0.325% on the next $1 billion 0.30 in excess of $2 billion |
0.35% on the first $1 billion 0.325% on the next $1 billion 0.30 in excess of $2 billion |
||
BMO Low Volatility Equity Fund |
0.40% on the first $500 million 0.39% on the next $200 million 0.35% on the next $100 million 0.30% in excess of $800 million |
0.40% on the first $500 million 0.39% on the next $200 million 0.35% on the next $100 million 0.30% in excess of $800 million |
||
BMO Large-Cap Growth Fund |
0.35% on the first $1 billion 0.325% on the next $1 billion 0.30 in excess of $2 billion |
0.35% on the first $1 billion 0.325% on the next $1 billion 0.30 in excess of $2 billion |
||
BMO Small-Cap Growth Fund |
0.685% on the first $500 million 0.68% on the next $200 million 0.62% on the next $100 million 0.61% in excess of $800 million |
0.685% on the first $500 million 0.68% on the next $200 million 0.62% on the next $100 million 0.61% in excess of $800 million |
* |
As a percentage of the funds average daily net assets. |
FEE RATES PAYABLE UNDER THE CURRENT AND PROPOSED SUBADVISORY AGREEMENTS
The following table shows BMO Pyrford International Stock Funds contractual subadvisory fee rate payable by BMO AM to Pyrford International Ltd. under the Current Subadvisory Agreement and the contractual subadvisory fee rate payable by BMO AM to Pyrford International Ltd. under the Proposed Subadvisory Agreement. The fee rate payable Pyrford International Ltd. under the Current Subadvisory Agreement is identical to the fee rate that would be payable under the corresponding Proposed Subadvisory Agreement.
Fund |
Subadviser |
Current Subadvisory Fee Rate |
Proposed Subadvisory Fee Rate |
|||
BMO Pyrford International Stock Fund |
Pyrford International Ltd. | Forty percent (40%) of the gross advisory fee received by BMO AM from the Fund. | Forty percent (40%) of the gross advisory fee received by Columbia from the Fund. |
H-1
AMOUNTS PAID BY EACH FUND TO BMO AM AND AFFILIATES
The following table indicates amounts paid by each Fund to BMO AM or an affiliate of BMO AM and fees reimbursed or waived by BMO AM during the Funds last fiscal year:
Fund |
Management Fees
($) |
Fees Reimbursed
or Waived by BMO AM ($) |
Distribution
and/or Service Fee ($) |
Shareholder
Servicing Fees |
Transfer
Agent Fees ($) |
Fiscal Year
Ended |
||||||||||||||||||
BMO Dividend Income Fund |
$ | 1,452,423 | $ | 323,231 | $ | 33,216 | $ | 0 | $ | 73,809 | 8/31/2020 | |||||||||||||
BMO Large-Cap Value Fund |
$ | 1,060,655 | $ | 172,256 | $ | 42,755 | $ | 0 | $ | 74,141 | 8/31/2020 | |||||||||||||
BMO Low Volatility Equity Fund |
$ | 1,065,888 | $ | 80,926 | $ | 97,755 | $ | 0 | $ | 44,039 | 8/31/2020 | |||||||||||||
BMO Large-Cap Growth Fund |
$ | 1,595,765 | $ | 168,971 | $ | 1,634 | $ | 146,013 | $ | 97,004 | 8/31/2020 | |||||||||||||
BMO Small-Cap Growth Fund |
$ | 641,396 | $ | 91,484 | $ | 69,681 | $ | 0 | $ | 67,808 | 8/31/2020 |
AMOUNTS PAID BY BMO AM TO PYRFORD AND AFFILIATES
Fund |
Fees Paid | |||
BMO Pyrford International Stock Fund |
$ | 1,885,540 |
I-1
[FORM OF PROXY CARD]
BMO FUNDS, INC.
JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 2021
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder of the Fund(s) hereby acknowledges receipt of the Notice of Joint Special Meeting of Shareholders and Joint Proxy Statement for the Joint Special Meeting of Shareholders (including any postponements or adjournments thereof, the Meeting) to be held at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202, on November 8, 2021, at 9:00. a.m. Central time, and, revoking any previous proxies, hereby appoints [_____] (the Proxies) (or any of them) as proxies for the undersigned, with full power of substitution in each of them, to attend the Meeting and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting and otherwise represent the undersigned at the Meeting with all the powers possessed by the undersigned as if personally present at the Meeting.
YOUR VOTE IS IMPORTANT. Whether or not you plan to join us at the Meeting, please mark, sign, date and return this proxy card as soon as possible.
VOTE VIA THE INTERNET: www.proxy-direct.com | ||||||||
VOTE BY TELEPHONE: 1-800-[] | ||||||||
|
|
|
||||||
[]
FUNDS
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Low Volatility Equity Fund
BMO Large-Cap Growth Fund
BMO Small-Cap Growth Fund
BMO Pyrford International Stock Fund
BMO Ultra Short Tax-Free Fund
VOTING OPTIONS
Read your Joint Proxy Statement and have it at hand when voting.
THE BOARD OF THE FUND RECOMMENDS A VOTE FOR THE PROPOSALS LISTED BELOW. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW AND, ABSENT DIRECTION, WILL BE VOTED FOR THE PROPOSALS LISTED BELOW. THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, INCLUDING ANY ADJOURNMENT(S) NECESSARY TO OBTAIN QUORUMS AND/OR APPROVALS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: |
A |
Proposals | |
1. |
To approve an Agreement and Plan of Reorganization between BMO Dividend Income Fund and Columbia Integrated Large Cap Value Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Dividend Income Fund | ☐ | ☐ | ☐ |
2. | To approve an Agreement and Plan of Reorganization between BMO Large-Cap Value Fund and Columbia Integrated Large Cap Value Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Large-Cap Value Fund | ☐ | ☐ | ☐ |
3. | To approve an Agreement and Plan of Reorganization between BMO Low Volatility Equity Fund and Columbia Integrated Large Cap Value Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Low Volatility Equity Fund | ☐ | ☐ | ☐ |
4. | To approve an Agreement and Plan of Reorganization between BMO Large-Cap Growth Fund and Columbia Integrated Large Cap Growth Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Large-Cap Growth Fund | ☐ | ☐ | ☐ |
5. | To approve an Agreement and Plan of Reorganization between BMO Small-Cap Growth Fund and Columbia Integrated Small Cap Growth Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Small-Cap Growth Fund | ☐ | ☐ | ☐ |
6. | To approve an Agreement and Plan of Reorganization between BMO Pyrford International Stock Fund and Columbia Pyrford International Stock Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Pyrford International Stock Fund | ☐ | ☐ | ☐ |
7. | To approve an Agreement and Plan of Reorganization between BMO Ultra Short Tax-Free Fund and Columbia Ultra Short Municipal Bond Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Ultra Short Tax-Free Fund | ☐ | ☐ | ☐ |
8. | To approve an Investment Advisory Agreement between BMO Funds, Inc., on behalf of each of BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund and BMO Small-Cap Growth Fund, and Columbia Management Investment Advisers, LLC |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Dividend Income Fund | ☐ | ☐ | ☐ |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Large-Cap Value Fund | ☐ | ☐ | ☐ |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Low Volatility Equity Fund | ☐ | ☐ | ☐ |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Large-Cap Growth Fund | ☐ | ☐ | ☐ |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Small-Cap Growth Fund | ☐ | ☐ | ☐ |
9. | To approve an Investment Subadvisory Agreement between BMO Asset Management Corp. and Pyrford International Ltd., with respect to BMO Pyrford International Stock Fund |
FOR |
AGAINST |
ABSTAIN |
||||||
BMO Pyrford International Stock Fund | ☐ | ☐ | ☐ | |||||
To transact such other business as may properly come before the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders on November 8, 2021
The Joint Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/[]
B |
Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below | |
Note: |
Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
Date (mm/dd/yyyy) Please print date below | Signature 1 Please keep signature within the box | Signature 2 Please keep signature within the box | ||||||
/ / | ||||||||
Scanner bar code | ||||||||
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[] |
M xxxxxxxx
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The information contained in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities, and it is not a solicitation of an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
AUGUST 19, 2021
STATEMENT OF ADDITIONAL INFORMATION
[], 2021
This Statement of Additional Information (the SAI) relates to the following proposed reorganizations (each a Reorganization and together the Reorganizations):
1. |
Reorganization of BMO Dividend Income Fund (a Target Fund), a series of BMO Funds, Inc. (the Target Company), into Columbia Integrated Large Cap Value Fund (an Acquiring Fund), a newly formed series of Columbia Funds Series Trust II (CFST II or the Acquiring Company). |
2. |
Reorganization of BMO Large-Cap Value Fund (a Target Fund), a series of the Target Company, into Columbia Integrated Large Cap Value Fund (an Acquiring Fund), a newly formed series of CFST II. |
3. |
Reorganization of BMO Low Volatility Equity Fund (a Target Fund), a series of the Target Company, into Columbia Integrated Large Cap Value Fund (an Acquiring Fund), a newly formed series of CFST II. |
4. |
Reorganization of BMO Large-Cap Growth Fund (a Target Fund), a series of the Target Company, into Columbia Integrated Large Cap Growth Fund (an Acquiring Fund), a newly formed series of CFST II. |
5. |
Reorganization of BMO Small-Cap Growth Fund (a Target Fund), a series of the Target Company, into Columbia Integrated Small Cap Growth Fund (an Acquiring Fund), a newly formed series of CFST II. |
6. |
Reorganization of BMO Pyrford International Stock Fund (a Target Fund), a series of the Target Company, into Columbia Pyrford International Stock Fund (an Acquiring Fund), a newly formed series of CFST II. |
7. |
Reorganization of BMO Ultra Short Tax-Free Fund (a Target Fund), a series of the Target Company, into Columbia Ultra Short Municipal Bond Fund (an Acquiring Fund), a newly formed series of CFST II. |
This SAI contains information which may be of interest to shareholders of the Target Funds but which is not included in the Combined Proxy Statement/Prospectus dated [], 2021 (the Combined Proxy Statement/Prospectus) which relates to the Reorganizations. This SAI is not a prospectus and should be read in conjunction with the Combined Proxy Statement/Prospectus. As described in the Combined Proxy Statement/Prospectus, the Reorganizations would involve the transfer of all the assets of each Target Fund to the corresponding Acquiring Fund in exchange for shares of a corresponding class of shares of the Acquiring Fund and the assumption by the Acquiring Fund of all liabilities and obligations of the Target Fund reflected in the Target Funds Statement of Assets and Liabilities prepared in accordance with generally accepted accounting principles and any director indemnification obligation of the Target Fund, in each case as described in the Agreement and Plan of Reorganization. Each Target Fund would distribute pro rata the Acquiring Fund shares of each class to the Target Funds shareholders of the corresponding class of shares in complete liquidation of the Target Fund. The Combined Proxy Statement/Prospectus has been filed with the Securities and Exchange Commission and is available upon request and without charge at columbiathreadneedleus.com, by calling toll-free 800.345.6611, or by writing (regular mail) to Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, Missouri 64121-9104 or (express mail) Columbia Management Investment Services Corp., c/o DST Asset Manager Solutions, Inc., 430 W. 7th Street, Suite 219104, Kansas City, Missouri 64105-1407.
INCORPORATION BY REFERENCE
This SAI incorporates by reference the following documents only insofar as they relate to the Target Funds:
|
Annual Report relating to the Target Funds for the fiscal year ended August 31, 2020 (previously filed on EDGAR on November 6, 2020, Accession No. 0001193125-20-287742) |
|
Semi-Annual Report relating to the Target Funds for the six-month period ended February 28, 2021 (previously filed on EDGAR on May 17, 2021, Accession No. 0001193125-21-163062) |
The audited financial statements and related independent registered public accounting firms report for each of (i) BMO Dividend Income Fund, (ii) BMO Large-Cap Value Fund, (iii) BMO Low Volatility Equity Fund, (iv) BMO Large-Cap Growth Fund, (v) BMO Small-Cap Growth Fund, (vi) BMO Pyrford International Stock Fund, and (vii) BMO Ultra Short Tax-Free Fund, for the fiscal year ended August 31, 2020, and the unaudited financial statements for each Target Fund contained in the Target Funds Semi-Annual Report for the six-month period ended February 28, 2021 are incorporated herein by reference only insofar as they relate to each of the Target Funds. No other parts of the Annual Report or Semi-Annual Report are incorporated by reference herein.
Copies of any of the above-referenced documents may be viewed online or downloaded without charge on the EDGAR database on the SECs Internet site at http://www.sec.gov. Copies of these reports, as well as proxy materials and other information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov. In addition, copies of the above-referenced documents relating to the Target Funds may be obtained at no charge on the Target Funds website www.bmofunds.com or by calling 1-800-236-FUND (3863).
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The board of trustees of the Acquiring Company (Columbia Funds Board), including the trustees who are not interested persons, as defined in the Investment Company Act of 1940, of the Columbia Funds Board, has selected PricewaterhouseCoopers LLP (PwC), located at 45 South Seventh Street, Suite 3400, Minneapolis, Minnesota 55402, to act as the independent registered public accounting firm for each Acquiring Fund, providing audit and tax return review services and assistance and consultation in connection with the review of various SEC filings.
The audited financial statements for each Target Fund incorporated by reference into the Combined Proxy Statement/Prospectus have been so included and incorporated in reliance upon the reports of KPMG LLP, given their authority as experts in auditing and accounting.
SUPPLEMENTAL FINANCIAL INFORMATION
A table showing the fees of each Target Fund and the respective Acquiring Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the applicable Reorganization, is included in the Section A Proposals 1-7: Reorganization Proposals Summary Fees and Expenses section of the Combined Proxy Statement/Prospectus.
Each Reorganization will not result in a material change to the applicable Target Funds investment portfolio due to the investment restrictions of its Acquiring Fund. As a result, schedules of investments of the Target Funds modified to show the effects of the Reorganizations are not required and are not included. Notwithstanding the foregoing, changes may be made to a Target Funds portfolio in advance of its Reorganization as described in the Combined Proxy Statement/Prospectus.
For the Reorganizations of BMO Dividend Income Fund, BMO Large-Cap Value Fund and BMO Low Volatility Equity Fund, BMO Large-Cap Value Fund will be the accounting and performance survivor if shareholders approve each of the Reorganizations. For each other Reorganization, the Target Fund will be the accounting and performance survivor of its Reorganization. There are no material differences in accounting policies of the Acquiring Funds as compared to those of the Target Funds.
1
APPENDIX AADDITIONAL INFORMATION ABOUT THE ACQUIRING FUNDS
Each of (i) Columbia Integrated Large Cap Value Fund, (ii) Columbia Integrated Large Cap Growth Fund, (iii) Columbia Integrated Small Cap Growth Fund, (iv) Columbia Pyrford International Stock Fund, and (v) Columbia Ultra Short Municipal Bond Fund (collectively, the Acquiring Funds and each, an Acquiring Fund), is a newly formed series of Columbia Funds Series Trust II, a Massachusetts business trust. The attached Statement of Additional Information (SAI) for each of the Acquiring Funds generally provides additional information about the Acquiring Funds that is not required to be in the Acquiring Funds prospectuses. Throughout the SAI, the Acquiring Funds are referred to as follows:
Acquiring Fund Name: |
Referred to as: |
|
Columbia Integrated Large Cap Value Fund | Integrated Large Cap Value Fund | |
Columbia Integrated Large Cap Growth Fund | Integrated Large Cap Growth Fund | |
Columbia Integrated Small Cap Growth Fund | Integrated Small Cap Growth Fund | |
Columbia Pyrford International Stock Fund | Pyrford International Stock Fund | |
Columbia Ultra Short Municipal Bond Fund | Ultra Short Municipal Bond Fund |
In addition, references in the SAI to a Fund or the Funds should be understood as referring to each of the Acquiring Funds, unless the context indicates otherwise.
A-1
Columbia Integrated Large Cap Growth Fund | ||
Class A: [XXXXX] | Class Adv: [XXXXX] | Class C: [XXXXX] |
Class Inst: [XXXXX] | Class Inst2: [XXXXX] | Class Inst3: [XXXXX] |
Class R: [XXXXX] | ||
Columbia Integrated Large Cap Value Fund | ||
Class A: [XXXXX] | Class Adv: [XXXXX] | Class C: [XXXXX] |
Class Inst: [XXXXX] | Class Inst2: [XXXXX] | Class Inst3: [XXXXX] |
Class R: [XXXXX] | ||
Columbia Integrated Small Cap Growth Fund | ||
Class A: [XXXXX] | Class Adv: [XXXXX] | Class C: [XXXXX] |
Class Inst: [XXXXX] | Class Inst2: [XXXXX] | Class Inst3: [XXXXX] |
Class R: [XXXXX] | ||
Columbia Pyrford International Stock Fund | ||
Class A: [XXXXX] | Class Adv: [XXXXX] | Class C: [XXXXX] |
Class Inst: [XXXXX] | Class Inst2: [XXXXX] | Class Inst3: [XXXXX] |
Class R: [XXXXX] | ||
Columbia Ultra Short Municipal Bond Fund | ||
Class A: [XXXXX] | Class Adv: [XXXXX] | Class Inst: [XXXXX] |
Class Inst3: [XXXXX] |
|
2 |
|
6 |
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7 |
|
11 |
|
11 |
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47 |
|
79 |
|
80 |
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81 |
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82 |
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82 |
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86 |
|
88 |
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89 |
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89 |
|
90 |
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91 |
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92 |
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93 |
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98 |
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98 |
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100 |
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100 |
|
113 |
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116 |
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116 |
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119 |
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120 |
|
120 |
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121 |
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121 |
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121 |
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121 |
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126 |
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127 |
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130 |
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130 |
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131 |
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133 |
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133 |
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134 |
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136 |
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151 |
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152 |
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A-1 |
|
B-1 |
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S-1 |
Statement of Additional Information – [______, 2021] | 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 |
Adaptive Retirement Funds | The Funds within the Columbia Funds Complex that include “Adaptive Retirement” within the fund name. |
Ameriprise Financial | Ameriprise Financial, Inc. |
Statement of Additional Information – [______, 2021] | 2 |
Bank of America | Bank of America Corporation |
Board | The Trust’s Board of Trustees |
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 |
CFST | Columbia Funds Series Trust |
CFST I | Columbia Funds Series Trust I |
CFST II | Columbia Funds Series Trust II |
CFTC | The United States Commodity Futures Trading Commission |
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 or Columbia Funds Complex | The fund complex, including the Funds, that is comprised of the registered investment companies, including traditional mutual funds, closed-end funds, and ETFs, advised by the Investment Manager or its affiliates |
Columbia Management | Columbia Management Investment Advisers, LLC |
Custodian | JPMorgan Chase Bank, N.A. |
DBRS | DBRS Morningstar |
Distribution Agreement | The Distribution Agreement between the Trust, on behalf of its 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. |
DST | DST Asset Manager Solutions, Inc. |
FDIC | Federal Deposit Insurance Corporation |
FHLMC | The Federal Home Loan Mortgage Corporation |
Fitch | Fitch Ratings, 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 Trustee | A Trustee of the Board who is currently deemed to be an “interested person” (as defined in the 1940 Act) of the Funds |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
KBRA | Kroll Bond Rating Agency |
Statement of Additional Information – [______, 2021] | 3 |
LIBOR | London Interbank Offered Rate* |
Management Agreement | The Management Agreements, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Moody’s | Moody’s Investors Service, Inc. |
Multi-Manager Strategies Funds | Multi-Manager Alternative Strategies Fund, Multi-Manager Directional Alternative Strategies Fund, Multi-Manager Growth Strategies Fund, Multi-Manager International Equity Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund, Multi-Manager Total Return Bond Strategies Fund and Multi-Manager Value Strategies Fund. Shares of the Multi-Manager Strategies Funds are offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates. |
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 |
The Predecessor Fund(s) or a Predecessor Fund | BMO Large-Cap Growth Fund as predecessor to Columbia Integrated Large Cap Growth Fund, BMO Large-Cap Value Fund as predecessor to Columbia Integrated Large Cap Value Fund, BMO Small-Cap Growth Fund as predecessor to Columbia Integrated Small Cap Growth Fund, BMO Pyrford International Stock Fund as predecessor to Columbia Pyrford International Stock Fund and BMO Ultra Short Tax-Free Fund as predecessor to Columbia Ultra Short Municipal Bond Fund |
REIT | Real estate investment trust |
REMIC | Real estate mortgage investment conduit |
RIC | A “regulated investment company,” as such term is used in the Code |
The Reorganization(s) or a Reorganization | The reorganization of BMO Large-Cap Growth Fund, a series of BMO Funds, Inc., into Columbia Integrated Large Cap Growth Fund, a series of Columbia Funds Series Trust II; the reorganization of BMO Large-Cap Value Fund, a series of BMO Funds, Inc., into Columbia Integrated Large Cap Value Fund, a series of Columbia Funds Series Trust II; the reorganization of BMO Dividend Income Fund a series of BMO Funds, Inc., into Columbia Integrated Large Cap Value Fund, a series of Columbia Funds Series Trust II; the reorganization of BMO Low Volatility Equity Fund, a series of BMO Funds, Inc., into Columbia Integrated Large Cap Value Fund, a series of Columbia Funds Series Trust II; the reorganization of BMO Pyrford International Stock Fund, a series of BMO Funds, Inc., into Columbia Pyrford International Stock Fund, a series of Columbia Funds Series Trust II; the reorganization of BMO Small-Cap Growth Fund, a series of BMO Funds, Inc., into Columbia Integrated Small Cap Growth Fund, a series of Columbia Funds Series Trust II, and the reorganization of BMO Ultra Short Tax-Free Fund, a series of BMO Funds, Inc., into Columbia Ultra Short Municipal Bond Fund, a series of Columbia Funds Series Trust II |
S&P | S&P Global Ratings, a division of S&P Global Inc. (“Standard & Poor’s” and “S&P” are trademarks of S&P Global Inc. and have been licensed for use by the Investment Manager. The Columbia Funds are not sponsored, endorsed, sold or promoted by S&P Global Ratings and S&P Global Ratings 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 |
SOFR | Secured Overnight Financing Rate |
Statement of Additional Information – [______, 2021] | 4 |
Solution Series Funds | Columbia Solutions Aggressive Portfolio, Columbia Solutions Conservative Portfolio, Multisector Bond SMA Completion Portfolio and Overseas SMA Completion Portfolio |
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 its Funds, and the Transfer Agent |
Transfer Agent | Columbia Management Investment Services Corp. |
Trustee(s) | One or more members of the Board |
Trust | Columbia Funds Series Trust II, the registered investment company in the Columbia Funds Complex to which this SAI relates |
* | Please see “LIBOR Replacement Risk” in the “Information Regarding Risks” section for more information about the phaseout of LIBOR and related reference rates. |
Fund Name: | Referred to as: | |
Columbia Integrated Large Cap Growth Fund | Integrated Large Cap Growth Fund | |
Columbia Integrated Large Cap Value Fund | Integrated Large Cap Value Fund | |
Columbia Integrated Small Cap Growth Fund | Integrated Small Cap Growth Fund | |
Columbia Pyrford International Stock Fund | Pyrford International Stock Fund | |
Columbia Ultra Short Municipal Bond Fund | Ultra Short Municipal Bond Fund |
Statement of Additional Information – [______, 2021] | 5 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** |
Fund
Investment
Category*** |
Integrated Large Cap Growth Fund | August 31 | [____2021] | November 20, 1992 | Yes | Equity |
Integrated Large Cap Value Fund | August 31 | [____2021] | September 30, 1993 | Yes | Equity |
Integrated Small Cap Growth Fund | August 31 | [____2021] | October 31, 1995 | Yes | Equity |
Pyrford International Stock Fund | August 31 | [____2021] | December 29, 2011 | Yes | Equity |
Ultra Short Municipal Bond Fund | August 31 | [____2021] | September 30, 2009 | Yes | Tax-exempt fixed income |
* | Certain Funds reorganized into series of the Trust. The date of operations for these Funds represents the date on which the Predecessor Funds began operation. |
** | A “diversified” Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. |
*** | 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 – [______, 2021] | 6 |
A. | Buy or sell real estate |
A – | 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 |
B – | 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. |
C. | Issuer Diversification*† |
C – | 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 |
Statement of Additional Information – [______, 2021] | 7 |
* | 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. |
† | For purposes of applying the limitation set forth in its issuer diversification policy, under certain circumstances, a Fund may treat an investment, if any, in a municipal bond refunded with escrowed U.S. Government securities as an investment in U.S. Government securities. |
D. | Concentration* |
D – | 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 Bloomberg U.S. Aggregate Bond Index for classification of issues of fixed-income securities. To the extent that a Fund’s concentration policy requires the Fund to consider the concentration policies of any underlying funds in which it invests, the Fund will consider the portfolio positions at the time of purchase, which in the case of unaffiliated underlying funds is based on portfolio information made publicly available by them. 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. | Invest 80% |
E – | The Fund invests, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in securities the income from which is exempt from federal income tax, including the federal AMT. |
F. | Act as an underwriter |
F – | 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. |
G. | Lending |
G – | 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. |
H. | Borrowing* |
H – | 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. |
* | For purposes of the policies described herein, this restriction shall not prevent the Funds from engaging in derivatives, short sales or other portfolio transactions that create leverage, as allowed by each Fund’s investment policies. |
I. | Issue senior securities |
I – | 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 – [______, 2021] | 8 |
■ | The Funds may not sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
Statement of Additional Information – [______, 2021] | 9 |
Statement of Additional Information – [______, 2021] | 10 |
Type of Investment |
Equity
|
Tax-Exempt
Fixed Income |
Asset-Backed Securities | • | • |
Bank Obligations (Domestic and Foreign) | • | • |
Collateralized Bond Obligations | • | • |
Commercial Paper | • | • |
Statement of Additional Information – [______, 2021] | 11 |
Type of Investment |
Equity
|
Tax-Exempt
Fixed Income |
Common Stock | • | — |
Convertible Securities | • | • |
Corporate Debt Securities | • | • |
Custody Receipts and Trust Certificates | • | • |
Debt Obligations | • | • |
Depositary Receipts | • | — |
Derivatives | • | • |
Dollar Rolls | • | • |
Exchange-Traded Notes | • | • |
Foreign Currency Transactions | • | • |
Foreign Securities | • | • |
Guaranteed Investment Contracts (Funding Agreements) | • | • |
High-Yield Securities | • | • |
Illiquid Securities | • | • |
Inflation Protected Securities | • | • |
Initial Public Offerings | • | • |
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 | • | • |
Statement of Additional Information – [______, 2021] | 12 |
Statement of Additional Information – [______, 2021] | 13 |
Statement of Additional Information – [______, 2021] | 14 |
Statement of Additional Information – [______, 2021] | 15 |
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■ |
Contingent
Convertible Securities Risk. Contingent convertible securities, also known as contingent capital securities or “CoCos,” are hybrid securities
that are typically issued by non-U.S. banks. CoCos have characteristics of both debt and equity instruments, although they are generally treated by the Funds as debt investments. If certain “trigger events” occur, CoCos either convert
into equity or undergo a principal write-down or write-off. Trigger events, which are defined by the documents governing the CoCo, may include a decline in the issuer’s capital ratio below a specified trigger level, the share price of the
issuer falling to a particular level for a certain period of time, other events indicating an increase in the issuer’s risk of insolvency, and/or certain regulatory events, including changes in regulatory capital requirements or regulatory
actions related to the issuer’s solvency prospects.
|
The value of CoCos may be influenced by the creditworthiness of the issuer and/or fluctuations in such issuer’s applicable capital ratios; supply and demand for CoCos; general market conditions and available liquidity; and economic, financial or political events impacting the issuer, its particular market or the financial markets more broadly. Due to the contingent conversion or principal write-down or write-off features, CoCos may have substantially greater risk than other securities in times of financial stress. The occurrence of an automatic conversion or write-down or write-off event may be unpredictable and the potential effects of such event could cause a Fund’s shares to lose value. The coupon payments offered by CoCos are discretionary and may be cancelled or adjusted downward by the issuer or at the request of the relevant regulatory authority at any point, for any reason, and for any length of time. As a result of the uncertainty with respect to coupon payments, the value of CoCos may be volatile and their price may decline rapidly if coupon payments are suspended. CoCos are typically structurally subordinated to traditional convertible bonds in the issuer’s capital structure. There may be circumstances under which investors in CoCos may suffer a capital loss ahead of equity holders or when equity holders do not. |
|
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with CoCos include: Convertible Securities Risk, Credit Risk, Foreign Securities Risk, High-Yield Investments Risk, Interest Rate Risk, Issuer Risk, and Market Risk. |
Statement of Additional Information – [______, 2021] | 49 |
Statement of Additional Information – [______, 2021] | 50 |
Statement of Additional Information – [______, 2021] | 51 |
Statement of Additional Information – [______, 2021] | 52 |
■ | 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. |
■ | 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. |
Statement of Additional Information – [______, 2021] | 53 |
■ | 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. |
■ | 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 in 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 |
Statement of Additional Information – [______, 2021] | 54 |
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. |
■ | 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, and generally has risks similar to these underlying equity securities. ELNs may be leveraged or unleveraged. 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. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. 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 and able to repurchase the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell at such a price. Furthermore, such inability to sell 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, including the amount the Fund invested in the ELN, 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. However, the Fund typically considers ELNs alongside other securities of the issuer in its assessment of issuer concentration risk. In addition, ELNs may exhibit price behavior that does not correlate with the underlying securities. ELNs may also be subject to leverage risk. The Fund may or may not hold an ELN until its maturity. ELNs also include participation notes. |
■ | 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. |
■ | 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. |
■ | 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 |
Statement of Additional Information – [______, 2021] | 55 |
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 swap rates, treasury rates, foreign interest rates and other reference rates. |
■ | 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. |
Statement of Additional Information – [______, 2021] | 56 |
Statement of Additional Information – [______, 2021] | 57 |
Statement of Additional Information – [______, 2021] | 58 |
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Statement of Additional Information – [______, 2021] | 62 |
Statement of Additional Information – [______, 2021] | 63 |
Statement of Additional Information – [______, 2021] | 64 |
■ | Large-Cap Stock Risk. Investments in larger, more established companies (larger companies) may involve certain risks associated with their larger size. For instance, larger companies may be less able to respond quickly to new competitive challenges, such as changes in consumer tastes or innovation from smaller competitors. Also, larger companies are sometimes less able to achieve as high growth rates as successful smaller companies, especially during extended periods of economic expansion. |
■ | Small- and Mid-Cap Stock Risk. Securities of small- and mid-cap companies can, in certain circumstances, have a higher potential for gains than securities of larger companies but are more likely to have more risk than larger companies. For example, small- and mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and business operations. Small- and mid-cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller and generally less experienced management teams. Securities of small- and mid-cap companies may trade less frequently and in smaller volumes and may be less liquid and fluctuate more sharply in value than securities of larger companies. When the Fund takes significant positions in small- and mid-cap companies with limited trading volumes, the liquidation of those positions, particularly in a distressed market, could be prolonged and result in Fund investment losses that would affect the value of your investment in the Fund. In addition, some small- and mid-cap companies may not be widely followed by the investment community, which can lower the demand for their stocks. |
Statement of Additional Information – [______, 2021] | 65 |
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Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Integrated Large Cap Growth Fund | $0 - $500 | 0.750% |
Integrated Large Cap Value Fund | >$500 - $1,000 | 0.700% |
>$1,000 - $1,500 | 0.650% | |
>$1,500 - $3,000 | 0.600% | |
>$3,000 - $6,000 | 0.580% | |
>$6,000 - $12,000 | 0.560% | |
>$12,000 | 0.550% | |
Integrated Small Cap Growth Fund | $0 - $500 | 0.850% |
>$500 - $1,000 | 0.800% | |
>$1,000 - $3,000 | 0.750% | |
>$3,000 - $12,000 | 0.740% | |
>$12,000 | 0.730% | |
Pyrford International Stock Fund | $0 - $250 | 0.870% |
>$250 - $500 | 0.855% | |
>$500 - $750 | 0.820% | |
>$750 - $1,000 | 0.800% | |
>$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 - $20,000 | 0.670% | |
>$20,000 - $24,000 | 0.660% | |
>$24,000 - $50,000 | 0.650% | |
>$50,000 | 0.620% | |
Ultra Short Municipal Bond Fund | All assets | 0.21% |
Investment Advisory Fees Paid | |||
Fund | |||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 |
Integrated Large Cap Growth Fund | [_____] | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] | [_____] |
Statement of Additional Information – [______, 2021] | 84 |
Statement of Additional Information – [______, 2021] | 85 |
Fund | Subadviser |
Parent
Company/Other Information |
Effective Fee Rate |
For Funds with fiscal period ending August 31 | |||
Pyrford International Stock Fund | Pyrford | A | 0.294% on the first $500 million, declining to 0.224% as assets increase |
Subadvisory Fees Paid | ||||
Fund | ||||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 | |
Subadviser | ||||
Pyrford International Stock Fund | Pyrford | [_____] | [_____] | [_____] |
* | 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. |
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. |
Statement of Additional Information – [______, 2021] | 86 |
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 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. | |
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 – FOF (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. |
Statement of Additional Information – [______, 2021] | 87 |
Pyrford: [to be filed by Amendment] |
Statement of Additional Information – [______, 2021] | 88 |
Administration Fees Paid by Previous Administrator | |||
Fund | |||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 |
Integrated Large Cap Growth Fund | [_____] | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] | [_____] |
Statement of Additional Information – [______, 2021] | 89 |
Sales Charges Paid to Distributor | |||
Fund | |||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 |
Integrated Large Cap Growth Fund | [_____] | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] | [_____] |
Amount Retained by Distributor After Paying Commissions | |||
Fund | |||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 |
Integrated Large Cap Growth Fund | [_____] | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] | [_____] |
Funds |
Maximum
Class A Distribution Fee |
Maximum
Class A Service Fee |
Maximum
Class A Combined Total |
Series of CFST II | — | — |
0.25%;
these Funds pay a
combined distribution and service fee |
Statement of Additional Information – [______, 2021] | 90 |
Statement of Additional Information – [______, 2021] | 91 |
Fees Waived | |||
Fund | |||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 |
Statement of Additional Information – [______, 2021] | 92 |
Fees Waived | |||
Fund | |||
Integrated Large Cap Growth Fund | [_____] | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] | [_____] |
Statement of Additional Information – [______, 2021] | 93 |
Statement of Additional Information – [______, 2021] | 94 |
Statement of Additional Information – [______, 2021] | 95 |
Statement of Additional Information – [______, 2021] | 96 |
Statement of Additional Information – [______, 2021] | 97 |
Statement of Additional Information – [______, 2021] | 98 |
Statement of Additional Information – [______, 2021] | 99 |
Name, Address, Year of Birth | Position Held with the Columbia 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 |
George
S. Batejan
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1953 |
Trustee
2017 |
Executive Vice President, Global Head of Technology and Operations, Janus Capital Group, Inc., 2010-2016 | 170 | Former Chairman of the Board, NICSA (National Investment Company Services Association) (Executive Committee, Nominating Committee and Governance Committee), 2014-2016; former Director, Intech Investment Management, 2011-2016; former Board Member, Metro Denver Chamber of Commerce, 2015-2016; former Advisory Board Member, University of Colorado Business School, 2015-2018 | Compliance, Contracts, Investment Oversight Committee |
Kathleen
Blatz
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1954 |
Trustee
2006 |
Attorney, specializing in arbitration and mediation; Chief Justice, Minnesota Supreme Court, 1998-2006; Associate Justice, Minnesota Supreme Court, 1996-1998; Fourth Judicial District Court Judge, Hennepin County, 1994-1996; Attorney in private practice and public service, 1984-1993; State Representative, Minnesota House of Representatives, 1979-1993, which included service on the Tax and Financial Institutions and Insurance Committees; Member and Interim Chair, Minnesota Sports Facilities Authority, January -July 2017; Interim President and Chief Executive Officer, Blue Cross and Blue Shield of Minnesota (health care insurance), February-July 2018 | 170 | Trustee, BlueCross BlueShield of Minnesota since 2009 (Chair of the Business Development Committee, 2014-2017; Chair of the Governance Committee, 2017-2019); former Member and Chair of the Board, Minnesota Sports Facilities Authority, January 2017-July 2017; Director, Robina Foundation, 2009-2020 (Chair, 2014-2020) | Compliance, Contracts, Investment Oversight Committee |
Statement of Additional Information – [______, 2021] | 100 |
Name, Address, Year of Birth | Position Held with the Columbia 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 |
Pamela
G. Carlton
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1954 |
Trustee
2007 |
President, Springboard- Partners in Cross Cultural Leadership (consulting company) since 2003; Managing Director of US Equity Research, JP Morgan Chase, 1999-2003; Director of US Equity Research, Chase Asset Management, 1996- 1999; Co-Director Latin America Research, 1993-1996, COO Global Research, 1992-1996, Co-Director of US Research, 1991-1992, Investment Banker, 1982-1991, Morgan Stanley; Attorney at Cleary Gottlieb Steen & Hamilton LLP, 1980-1982 | 170 | Trustee, New York Presbyterian Hospital Board (Executive Committee and Chair of People Committee) since 1996; Director, DR Bank (Audit Committee) since 2017; Director, Evercore Inc. (Audit Committee, Nominating and Governance Committee) since 2019 | Contracts, Board Governance, Investment Oversight Committee |
Janet
Langford Carrig
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1957 |
Trustee
1996 |
Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips (independent energy company), September 2007-October 2018 | 168 | Director, EQT Corporation (natural gas producer) since 2019; Director, Whiting Petroleum Corporation (independent oil and gas company) since 2020 | Compliance, Contracts, Board Governance, Investment Oversight Committee |
J.
Kevin Connaughton
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1964 |
Trustee
2020(a) |
Member, FINRA National Adjudicatory Council since January 2020; Adjunct Professor of Finance, Bentley University since January 2018; Managing Director and General Manager of Mutual Fund Products, Columbia Management Investment Advisers, LLC, May 2010-February 2015; President, Columbia Funds, 2008-2015; and senior officer of Columbia Funds and affiliated funds, 2003-2015 | 168 | Director, The Autism Project since March 2015; former Member of the Investment Committee, St. Michael’s College, November 2015-February 2020; former Trustee, St. Michael’s College, June 2017-September 2019; former Trustee, New Century Portfolios, January 2015-December 2017 | Audit, Contracts, Investment Oversight Committee |
Olive
M. Darragh
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1962 |
Trustee
2020(a) |
Managing Director of Darragh Inc. (strategy and talent management consulting firm) since 2010; Founder and CEO, Zolio, Inc. (investment management talent identification platform) since 2004; Partner, Tudor Investments, 2004-2010; Senior Partner, McKinsey & Company (consulting), 2001-2004 | 168 | Former Director, University of Edinburgh Business School (Member of US Board); former Director, Boston Public Library Foundation | Audit, Contracts, Investment Oversight Committee |
Statement of Additional Information – [______, 2021] | 101 |
Name, Address, Year of Birth | Position Held with the Columbia 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 |
Patricia
M. Flynn
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1950 |
Trustee
2004 |
Trustee Professor of Economics and Management, Bentley University since 1976 (also teaches and conducts research on corporate governance); Dean, McCallum Graduate School of Business, Bentley University, 1992-2002 | 170 | Trustee, MA Taxpayers Foundation since 1997; Board of Governors, Innovation Institute, MA Technology Collaborative since 2010; Board of Directors, The MA Business Roundtable 2003-2019 | Audit, Contracts, Investment Oversight Committee |
Brian
J. Gallagher
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1954 |
Trustee
2017 |
Retired; Partner with Deloitte & Touche LLP and its predecessors, 1977-2016 | 170 | Trustee, Catholic Schools Foundation since 2004 | Audit, Contracts, Investment Oversight Committee |
Douglas
A. Hacker
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1955 |
Co-Chair since 2021; Chair of CFST I and CFVIT since 2014; Trustee of CFST I and CFVIT since 1996 and CFST, CFST II, CFVST II, CET I and CET II since 2021 | Independent business executive since May 2006; Executive Vice President – Strategy of United Airlines, December 2002-May 2006; President of UAL Loyalty Services (airline marketing company), September 2001-December 2002; Executive Vice President and Chief Financial Officer of United Airlines, July 1999-September 2001 | 168 | Director, Spartan Nash Company (food distributor); Director, Aircastle Limited (Chair of Audit Committee) (aircraft leasing); former Director, Nash Finch Company (food distributor), 2005-2013; former Director, SeaCube Container Leasing Ltd. (container leasing), 2010-2013; and former Director, Travelport Worldwide Limited (travel information technology), 2014-2019 | Contracts, Board Governance, Investment Oversight Committee |
Nancy
T. Lukitsh
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1956 |
Trustee
2011 |
Senior Vice President, Partner and Director of Marketing, Wellington Management Company, LLP (investment adviser), 1997-2010; Chair, Wellington Management Portfolios (commingled non-U.S. investment pools), 2007 -2010; Director, Wellington Trust Company, NA and other Wellington affiliates, 1997-2010 | 168 | None | Contracts, Board Governance, Investment Oversight Committee |
Statement of Additional Information – [______, 2021] | 102 |
Name, Address, Year of Birth | Position Held with the Columbia 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 |
David
M. Moffett
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1952 |
Trustee
2011 |
Retired; Consultant to Bridgewater and Associates | 168 | Director, CSX Corporation (transportation suppliers); Director, Genworth Financial, Inc. (financial and insurance products and services); Director, PayPal Holdings Inc. (payment and data processing services); Trustee, University of Oklahoma Foundation; former Director, eBay Inc. (online trading community), 2007-2015; and former Director, CIT Bank, CIT Group Inc. (commercial and consumer finance), 2010-2016 | Audit, Contracts, Investment Oversight Committee |
Catherine
James Paglia
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1952 |
Co-Chair since 2021; Chair of CFST, CFST II, CFVST II, CET I and CET II since 2020; Trustee of CFST, CFST II, CFVST II, CET I and CET II since 2004 and CFST I and CFVIT since 2021 | Director, Enterprise Asset Management, Inc. (private real estate and asset management company) since September 1998; Managing Director and Partner, Interlaken Capital, Inc., 1989-1997; Vice President, 1982-1985, Principal, 1985-1987, Managing Director, 1987-1989, Morgan Stanley; Vice President, Investment Banking, 1980-1982, Associate, Investment Banking, 1976-1980, Dean Witter Reynolds, Inc. | 170 | Director, Valmont Industries, Inc. (irrigation systems manufacturer) since 2012; Trustee, Carleton College (on the Investment Committee); Trustee, Carnegie Endowment for International Peace (on the Investment Committee) | Contracts, Board Governance, Investment Oversight Committee |
Anthony
M. Santomero
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1946 |
Trustee
2008 |
Richard K. Mellon Professor Emeritus of Finance, The Wharton School, University of Pennsylvania, since 2002; Senior Advisor, McKinsey & Company (consulting), 2006-2008; President, Federal Reserve Bank of Philadelphia, 2000-2006; Professor of Finance, The Wharton School, University of Pennsylvania, 1972-2002 | 170 | Trustee, Penn Mutual Life Insurance Company since March 2008; Director, RenaissanceRe Holdings Ltd. since May 2008; former Director, Citigroup Inc. and Citibank, N.A., 2009-2019; former Trustee, BofA Funds Series Trust (11 funds), 2008-2011 | Contracts, Board Governance, Investment Oversight Committee |
Statement of Additional Information – [______, 2021] | 103 |
Name, Address, Year of Birth | Position Held with the Columbia 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 |
Minor
M. Shaw
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1947 |
Trustee
2003 |
President, Micco LLC (private investments) since 2011; President, Micco Corp. (family investment business), 1998-2011 | 170 | Director, BlueCross BlueShield of South Carolina (Chair of Compensation Committee) since April 2008; Trustee, Hollingsworth Funds (on the Investment Committee) since 2016 (previously Board Chair from 2016-2019); Former Advisory Board member, Duke Energy Corp., 2016-2020; Chair of the Duke Endowment; Chair of Greenville – Spartanburg Airport Commission; former Trustee, BofA Funds Series Trust (11 funds), 2003-2011; former Director, Piedmont Natural Gas, 2004-2016; former Director, National Association of Corporate Directors, Carolinas Chapter, 2013-2018; Chair of Daniel-Mickel Foundation | Compliance, Contracts, Investment Oversight Committee |
Natalie
A. Trunow
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1967 |
Trustee
2020(a) |
Chief Executive Officer, Millennial Portfolio Solutions LLC (asset management and consulting services) since January 2016; Non-executive Member of the Investment Committee, Sarona Asset Management Inc. (private equity firm) since September 2019; Advisor, Horizon Investments (asset management and consulting services) since August 2018; Advisor, Paradigm Asset Management since November 2016; Director of Investments, Casey Family Programs, April 2016-September 2016; Senior Vice President and Chief Investment Officer, Calvert Investments, August 2008 - January 2016; Section Head and Portfolio Manager, General Motors Asset Management, June 1997-August 2008 | 168 | Director, Health Services for Children with Special Needs, Inc.; Director, Consumer Credit Counseling Services (formerly Guidewell Financial Solutions); Independent Director, Investment Committee, Sarona Asset Management | Compliance, Contracts, Investment Oversight Committee |
Statement of Additional Information – [______, 2021] | 104 |
Name, Address, Year of Birth | Position Held with the Columbia 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 |
Sandra
Yeager
c/o Columbia Management Investment Advisers, LLC, 290 Congress Street Boston, MA 02210 1964 |
Trustee
2017 |
Retired; President and founder, Hanoverian Capital, LLC (SEC registered investment advisor firm), 2008-2016; Managing Director, DuPont Capital, 2006-2008; Managing Director, Morgan Stanley Investment Management, 2004-2006; Senior Vice President, Alliance Bernstein, 1990-2004 | 170 | Director, NAPE Education Foundation, October 2016-October 2020 | Audit, Contracts, Investment Oversight Committee |
* | The term “Columbia Funds Complex” as used herein includes Columbia Seligman Premium Technology Growth Fund, Tri-Continental Corporation and each series of Columbia Funds Series Trust (CFST), Columbia Funds Series Trust I (CFST I), Columbia Funds Series Trust II (CFST II), Columbia ETF Trust I (CET I), Columbia ETF Trust II (CET II), Columbia Funds Variable Insurance Trust (CFVIT) and Columbia Funds Variable Series Trust II (CFVST II). Messrs. Batejan, Gallagher, Petersen and Santomero and Mses. Blatz, Carlton, Flynn, Paglia, Shaw and Yeager serve as a director of Columbia Seligman Premium Technology Growth Fund and Tri-Continental Corporation. |
(a) | J. Kevin Connaughton was appointed a consultant to the Independent Trustees of CFST I and CFVIT effective March 1, 2016. Natalie A. Trunow was appointed a consultant to the Independent Trustees of CFST I and CFVIT effective September 1, 2016. Olive M. Darragh was appointed a consultant to the Independent Trustees of CFST I and CFVIT effective June 10, 2019. Shareholders of the Funds elected Mr. Connaughton and Mses. Darragh and Trunow as Trustees of CFST, CFST I, CFST II, CET I, CET II, and CFVST II effective January 1, 2021, and of CFVIT, effective July 1, 2020. |
Name,
Address,
Year of Birth |
Position
Held
with the Columbia 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 |
Christopher
O. Petersen
c/o Columbia Management Investment Advisers, LLC 5228 Ameriprise Financial Center Minneapolis, MN 55474 1970 |
Trustee
2020(a) |
Vice President and Lead Chief Counsel, Ameriprise Financial, Inc. since January 2015 (previously Vice President and Chief Counsel, January 2010-December 2014); President and Principal Executive Officer of the Columbia Funds 2015 – 2021; officer of Columbia Funds and affiliated funds since 2007. | 170 | None | 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. |
(a) | Mr. Petersen serves as the Senior Vice President and Assistant Secretary of the Columbia Funds (since 2021). |
Statement of Additional Information – [______, 2021] | 105 |
Statement of Additional Information – [______, 2021] | 106 |
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 |
Thomas
P. McGuire
290 Congress Street Boston, MA 02210 1972 |
Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Columbia Acorn/Wanger Funds since December 2015; Chief Compliance Officer, Ameriprise Certificate Company, September 2010 – September 2020. |
Colin
Moore
290 Congress Street Boston, MA 02210 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. |
Ryan
C. Larrenaga
290 Congress Street Boston, MA 02210 1970 |
Senior Vice President (2017), Chief Legal Officer (2017) and Secretary (2015) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since August 2018 (previously Vice President and Group Counsel, August 2011 – August 2018); Chief Legal Officer, Columbia Acorn/Wanger Funds, since September 2020; officer of Columbia Funds and affiliated funds since 2005. |
Michael
E. DeFao
290 Congress Street Boston, MA 02210 1968 |
Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since May 2010. |
Lyn
Kephart-Strong
5228 Ameriprise Financial Center Minneapolis, MN 55474 1960 |
Vice President (2015) | President, Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009. |
Statement of Additional Information – [______, 2021] | 107 |
Statement of Additional Information – [______, 2021] | 108 |
Statement of Additional Information – [______, 2021] | 109 |
Statement of Additional Information – [______, 2021] | 110 |
Statement of Additional Information – [______, 2021] | 111 |
Fiscal Period |
Audit
Committee |
Compliance
Committee |
Contracts
Committee |
Executive
Committee(a) |
Board
Governance
Committee |
Investment
Review Committee(b) |
For
the fiscal year
ending August 31, 2021 |
[_] | [_] | [_] | [_] | [_] | [_] |
Batejan | Blatz | Carlton | Carrig | Connaughton | Darragh | Flynn | Gallagher | |
Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee | E | E | E (a) | E (a) | E | E | E (a) | E (a) |
Hacker | Lukitsh | Moffett | Paglia | Santomero | Shaw | Trunow | Yeager | |
Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee | E | E | E (a) | E (a) | E (a) | E (a)(b) | E (a) | E (a) |
(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. |
(b) | Ms. Shaw invests in a Section 529 Plan managed by the Investment Manager that allocates assets to various open-end funds, including Columbia Funds. The amount shown in the table includes the value of her interest in this plan determined as if her investment in the plan were invested directly in the Columbia Fund pursuant to the plan’s target allocations. |
Fund | Petersen |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Trustee |
E (a)(b) |
(a) | Mr. Petersen invests in a Section 529 Plan managed by the Investment Manager that allocates assets to various open-end funds, including Columbia Funds. The amount shown in the table includes the value of his interest in this plan determined as if his investment in the plan were invested directly in the Columbia Fund pursuant to the plan’s target allocations. |
(b) | With respect to Mr. Petersen, this amount includes compensation payable under a Deferred Compensation Plan administered by Ameriprise Financial. |
Statement of Additional Information – [______, 2021] | 112 |
(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) | From January 1, 2020 to June 30, 2020, Mr. Connaughton and Mses. Darragh and Trunow received compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $295,000; from July 1, 2020 to December 31, 2020, the consultants received the same compensation as they would receive were they Trustees. Mr. Connaughton and Mses. Darragh and Trunow were elected as Trustees of CET I, CET II, CFST, CFST I, CFST II and CFVST II, effective January 1, 2021, and of CFVIT, effective July 1, 2020. |
Statement of Additional Information – [______, 2021] | 113 |
Statement of Additional Information – [______, 2021] | 114 |
Aggregate
Compensation from Fund
Independent Trustees |
|||||||||||
Fund | Hacker | Lukitsh | Moffett (f) | Paglia (g) | Santomero (h) | Shaw (i) | Trunow (j) | Yeager (k) | |||
For Funds with fiscal period ending August 31 | |||||||||||
Integrated
Large Cap Growth Fund
Amount Deferred |
$[_____]
$[_____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
|||
Integrated
Large Cap Value Fund
Amount Deferred |
$[_____]
$[_____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
|||
Integrated
Small Cap Growth Fund
Amount Deferred |
$[_____]
$[_____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
|||
Pyrford
International Stock Fund
Amount Deferred |
$[_____]
$[_____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
|||
Ultra
Short Municipal Bond Fund
Amount Deferred |
$[_____]
$[_____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
$[____]
$[____] |
(a) | As of September 30, 2021, the value of Ms. Carlton’s account under the deferred compensation plan was $[_________]. |
(b) | As of September 30, 2021, the value of Ms. Carrig’s account under the deferred compensation plan was $[________]. |
(c) | As of September 30, 2021, the value of Ms. Darragh’s account under the deferred compensation plan was $[________]. |
(d) | As of September 30, 2021, the value of Ms. Flynn’s account under the deferred compensation plan was $[________]. |
(e) | As of September 30, 2021, the value of Mr. Gallagher’s account under the deferred compensation plan was $[________]. |
(f) | As of September 30, 2021, the value of Mr. Moffett’s account under the deferred compensation plan was $[________]. |
(g) | As of September 30, 2021, the value of Ms. Paglia’s account under the deferred compensation plan was $[________]. |
(h) | As of September 30, 2021, the value of Mr. Santomero’s account under the deferred compensation plan was $[_______]. |
(i) | As of September 30, 2021, the value of Ms. Shaw’s account under the deferred compensation plan was $[_____]. |
(j) | As of September 30, 2021, the value of Ms. Trunow’s account under the deferred compensation plan was $[______]. |
(k) | As of September 30, 2021, the value of Ms. Yeager’s account under the deferred compensation plan was $[_______]. |
Statement of Additional Information – [______, 2021] | 115 |
Statement of Additional Information – [______, 2021] | 116 |
Statement of Additional Information – [______, 2021] | 117 |
Statement of Additional Information – [______, 2021] | 118 |
Total Brokerage Commissions | |||
Fund | |||
For Funds with fiscal period ending August 31 | 2021 | 2020 | 2019 |
Integrated Large Cap Growth Fund | [_____] | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] | [_____] |
Statement of Additional Information – [______, 2021] | 119 |
Brokerage Directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending August 31 | ||
Integrated Large Cap Growth Fund | [_____] | [_____] |
Integrated Large Cap Value Fund | [_____] | [_____] |
Integrated Small Cap Growth Fund | [_____] | [_____] |
Pyrford International Stock Fund | [_____] | [_____] |
Ultra Short Municipal Bond Fund | [_____] | [_____] |
Fund | Issuer | Value of securities ownedat end of fiscal period |
For Funds with fiscal period ending August 31 | ||
Integrated Large Cap Growth Fund | [_________] | [_________] |
Integrated Large Cap Value Fund | [_________] | [_________] |
Integrated Small Cap Growth Fund | [_________] | [_________] |
Pyrford International Stock Fund | [_________] | [_________] |
Ultra Short Municipal Bond Fund | [_________] | [_________] |
Statement of Additional Information – [______, 2021] | 120 |
Fund | Predecessor Fund | For periods prior to: | ||
Integrated Large Cap Growth Fund | BMO Large-Cap Growth Fund | The closing of the Reorganization | ||
Integrated Large Cap Value Fund | BMO Large-Cap Value Fund | The closing of the Reorganization | ||
Integrated Small Cap Growth Fund | BMO Small-Cap Growth Fund | The closing of the Reorganization | ||
Pyrford International Stock Fund | BMO Pyrford International Stock Fund | The closing of the Reorganization | ||
Ultra Short Municipal Bond Fund | BMO Ultra Short Tax-Free Fund | The closing of the Reorganization |
■ | 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 Columbia Small Cap Growth Fund 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. |
Statement of Additional Information – [______, 2021] | 121 |
■ | 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 – [______, 2021] | 122 |
Statement of Additional Information – [______, 2021] | 123 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
BlackRock, Inc. | Used for front office trading, risk and analytics as well as back office settlements and trade routing. Used for front office trading, portfolio risk oversight, and analytics, compliance mandate monitoring and back office settlements, collateral management and account reconciliation. | Daily | ||
Bloomberg Finance L.P. | Used for portfolio analytics, statistical analysis and independent research. | Daily | ||
Bolger, Inc. | Used for commercial printing. | As Needed | ||
Boston Investors Communications Group, LLC (BICG) | Used for writing services that require disclosing portfolio holdings in advance of their dissemination to the general public. | Monthly | ||
Capital Markets Services (CMS) Group | Used for intraday post-trade information when equity exposures (either via futures or options trades) are modified beyond certain limits for certain Funds. | As Needed | ||
Castine LLC | Used to facilitate the evaluation of commission rates and to provide flexible commission reporting. | Daily | ||
Catapult ME, Inc. | Used for commercial printing. | As Needed | ||
Citigroup, Inc. | Used for mortgage decision support. | Daily | ||
Compliance Solutions Strategies LLC | Used to report returns and analytics to client facing materials. | Monthly | ||
Curtis 1000 | Used for commercial printing. | As Needed | ||
Donnelley Financial Solutions | Used to provide Edgar filing and typesetting services, and printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
DS Graphics, Inc. | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Elevation Exhibits & Events | Used for trade show exhibits. | As Needed | ||
Equifax, Inc. | Used to ensure that Columbia Management does not violate the Office of Foreign Assets Control (OFAC) sanction requirements. | Daily | ||
Ernst & Young, LLP | Used to analyze PFIC investments. | Monthly | ||
FactSet Research Systems, Inc. | Used to calculate portfolio performance attribution, portfolio analytics, data for fundamental research, and general market news and analysis. | Daily | ||
Fidelity National Information Services, Inc. | Used as a portfolio accounting system. | Daily | ||
Goldman Sachs Asset Management, L.P., as agent to KPMG LLP | Holdings by Columbia Contrarian Core Fund and Columbia High Yield Bond Fund in certain audit clients of KPMG LLP to assist the accounting firm in complying with its regulatory obligations relating to independence of its audit clients. | Monthly | ||
Harte-Hanks, Inc. | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed |
Statement of Additional Information – [______, 2021] | 124 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
IHS Markit, Ltd. | Used for an asset database for analytics and investor reporting. | As Needed | ||
Imagine! Print Solutions | Used for commercial printing. | 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. | As Needed | ||
Investment Company Institute (ICI) | Disclosure of Form N-PORT data. | As Needed | ||
Investortools, Inc. | 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. | As Needed | ||
John Roberts, Inc. | Used for commercial printing. | As Needed | ||
Kendall Press | Used for commercial printing. | As Needed | ||
Kessler Topaz Meltzer & Check, LLP | Used for certain foreign bankruptcy settlements. | As Needed | ||
KPMG US LLP | Used to provide tax services. | Daily | ||
Kynex, Inc. | Used to provide portfolio attribution reports for the Columbia Convertible Securities Fund. Used also for portfolio analytics. | Daily | ||
Merrill Corporation | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Morningstar Investment Services, LLC | Used for independent research and ranking of funds. Used also for statistical analysis. | As Needed | ||
NASDAQ | Used to evaluate and assess trading activity, execution and practices. | Daily | ||
R. R. Donnelley & Sons Co. | Used to provide printing of prospectuses, factsheets, annual and semi-annual reports. Used for commercial printing. | As Needed | ||
RegEd, Inc. | Used to review external and certain internal communications prior to dissemination. | Daily | ||
Sustainalytics US, Inc. | Used to: 1) validate the social impact score the Columbia analysts assigned to each municipal investment and 2) provide ESG risk ratings and other related information for each corporate bond issuer. | Quarterly | ||
S.W.I.F.T. Scrl. | Used to send trade messages via SWIFT to custodians. | Daily | ||
Thomson Reuters Corp. | Used for statistical analysis. | As Needed | ||
Visions, Inc. | Used for commercial printing. | As Needed | ||
Wilshire Associates, Inc. | Used to provide performance attribution reporting. | Daily |
Statement of Additional Information – [______, 2021] | 125 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
Recipients under arrangements with subadvisers: | ||||
[To be filed by Amendment] |
■ | ADP Broker-Dealer, Inc. |
■ | American Enterprise Investment Services Inc.* |
■ | American United Life Insurance Co. |
■ | Ascensus, Inc. |
■ | Avantax Investment Services, Inc. |
■ | AXA Advisors |
■ | AXA Equitable Life Insurance |
■ | Bank of America, N.A. |
■ | BB&T Securities LLC |
■ | Benefit Plan Administrators |
■ | Benefit Trust |
■ | BMO Harris Bank (f/k/a Marshall & Illsley Trust Company) |
■ | BNY Mellon, N.A. |
Statement of Additional Information – [______, 2021] | 126 |
■ | Charles Schwab & Co., Inc. |
■ | Charles Schwab Trust Co. |
■ | City National Bank |
■ | Digital Retirement Solutions |
■ | Edward D. Jones & Co., LP |
■ | ExpertPlan |
■ | Fidelity Brokerage Services, Inc. |
■ | Fidelity Investments Institutional Operations Co. |
■ | Genworth Life and Annuity Insurance Company |
■ | Genworth Life Insurance Co. of New York |
■ | Goldman Sachs & Co. |
■ | GWFS Equities, Inc. |
■ | Hartford Life Insurance Company |
■ | Janney Montgomery Scott, Inc. |
■ | JJB Hilliard Lyons |
■ | John Hancock Life Insurance Company (USA) |
■ | John Hancock Life Insurance Company of New York |
■ | John Hancock Trust Company |
■ | JP Morgan Securities LLC |
■ | Lincoln Life & Annuity Company of New York |
■ | Lincoln National Life Insurance Company |
■ | Lincoln Retirement Services |
■ | LPL Financial Corporation |
■ | Massachusetts Mutual Life Insurance Company |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Mid Atlantic Capital Corporation |
■ | Minnesota Life Insurance Co. |
■ | Morgan Stanley Smith Barney |
■ | MSCS Financial Services Division of Broadridge Business Process Outsourcing LLC |
■ | National Financial Services |
■ | Nationwide Investment Services |
■ | Newport Retirement Services, Inc. |
■ | Oppenheimer & Co., Inc. |
■ | Plan Administrators, Inc. |
■ | PNC Bank |
■ | Principal Life Insurance Company of America |
■ | Prudential Insurance Company of America |
■ | Prudential Retirement Insurance & Annuity Company |
■ | Pershing LLC |
■ | Raymond James & Associates |
■ | RBC Capital Markets |
■ | Reliance Trust |
■ | Robert W. Baird & Co., Inc. |
■ | Sammons Retirement Solutions |
■ | SEI Private Trust Company |
■ | Standard Insurance Company |
■ | Stifel Nicolaus & Co. |
■ | TD Ameritrade Clearing, Inc./TD Ameritrade Inc. |
■ | TD Ameritrade Trust Company |
■ | The Retirement Plan Company |
■ | Teachers Insurance and Annuity Association of America |
■ | Transamerica Advisors Life Insurance Company |
■ | Transamerica Advisors Life Insurance Company of New York |
■ | Transamerica Financial Life Insurance Company |
■ | T. Rowe Price Group, Inc. |
■ | UBS Financial Services, Inc. |
■ | Unified Trust Company, N.A. |
■ | US Bank NA |
■ | Vanguard Group, Inc. |
■ | Vanguard Marketing Corp |
■ | VALIC Retirement Services Company |
■ | Voya Retirement Insurance and Annuity Company |
■ | Voya Institutional Plan Services, LLP |
■ | Voya Investments Distributors, LLC |
■ | Voya Financial Partners, LLC |
■ | Wells Fargo Clearing Services, LLC |
■ | Wells Fargo Advisors |
■ | Wells Fargo Bank, N.A. |
* | Ameriprise Financial affiliate |
Statement of Additional Information – [______, 2021] | 127 |
■ | Advisor Group |
■ | American Enterprise Investment Services Inc.* |
■ | Cetera Financial Group, Inc. |
■ | Citigroup Global Markets Inc./Citibank |
■ | Commonwealth Financial Network |
■ | Lincoln Financial Advisors Corp. |
■ | LPL Financial Corporation |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Morgan Stanley Smith Barney |
■ | Northwestern Mutual Investment Services, LLC |
■ | PNC Investments |
■ | Raymond James & Associates, Inc. |
■ | Raymond James Financial Services, Inc. |
■ | UBS Financial Services Inc. |
■ | Unified Trust Company, N.A. |
■ | US Bancorp Investments, Inc. |
■ | Wells Fargo Advisors |
■ | Wells Fargo Advisors Financial Network, LLC |
■ | Wells Fargo Clearing Services, LLC |
* | Ameriprise Financial affiliate |
Statement of Additional Information – [______, 2021] | 128 |
Statement of Additional Information – [______, 2021] | 129 |
Statement of Additional Information – [______, 2021] | 130 |
Statement of Additional Information – [______, 2021] | 131 |
Statement of Additional Information – [______, 2021] | 132 |
Statement of Additional Information – [______, 2021] | 133 |
Statement of Additional Information – [______, 2021] | 134 |
Statement of Additional Information – [______, 2021] | 135 |
Statement of Additional Information – [______, 2021] | 136 |
Statement of Additional Information – [______, 2021] | 137 |
Statement of Additional Information – [______, 2021] | 138 |
Statement of Additional Information – [______, 2021] | 139 |
Statement of Additional Information – [______, 2021] | 140 |
Statement of Additional Information – [______, 2021] | 141 |
Statement of Additional Information – [______, 2021] | 142 |
Statement of Additional Information – [______, 2021] | 143 |
Statement of Additional Information – [______, 2021] | 144 |
Statement of Additional Information – [______, 2021] | 145 |
Statement of Additional Information – [______, 2021] | 146 |
Statement of Additional Information – [______, 2021] | 147 |
Statement of Additional Information – [______, 2021] | 148 |
Statement of Additional Information – [______, 2021] | 149 |
Statement of Additional Information – [______, 2021] | 150 |
Statement of Additional Information – [______, 2021] | 151 |
Statement of Additional Information – [______, 2021] | 152 |
Statement of Additional Information – [______, 2021] | A-1 |
Statement of Additional Information – [______, 2021] | A-2 |
Statement of Additional Information – [______, 2021] | A-3 |
Long-Term Rating | Short-Term Rating |
AAA | F1+ |
AA+ | F1+ |
AA | F1+ |
AA– | F1+ |
A+ | F1 or F1+ |
A | F1 or F1+ |
A– | F2 or F1 |
BBB+ | F2 or F1 |
BBB | F3 or F2 |
BBB– | F3 |
BB+ | B |
BB | B |
BB– | B |
B+ | B |
B | B |
B– | B |
CCC+ / CCC / CCC– | C |
CC | C |
C | C |
RD / D | RD / D |
Statement of Additional Information – [______, 2021] | A-4 |
Statement of Additional Information – [______, 2021] | A-5 |
■ | There is a missed interest payment, principal payment, or preferred dividend payment, as applicable, on a rated obligation which is unlikely to be recovered. |
■ | The rated entity files for protection from creditors, is placed into receivership, or is closed by regulators such that a missed payment is likely to result. |
■ | The rated entity seeks and completes a distressed exchange, where existing rated obligations are replaced by new obligations with a diminished economic value. |
Statement of Additional Information – [______, 2021] | A-6 |
■ | There is a missed interest payment, principal payment, or preferred dividend payment, as applicable, on a rated obligation which is unlikely to be recovered. |
■ | The rated entity files for protection from creditors, is placed into receivership, or is closed by regulators such that a missed payment is likely to result. |
■ | The rated entity seeks and completes a distressed exchange, where existing rated obligations are replaced by new obligations with a diminished economic value. |
Statement of Additional Information – [______, 2021] | A-7 |
Statement of Additional Information – [______, 2021] | B-1 |
■ | effectively exercise their voting rights across the full range of business normally associated with general meetings of a company in line with market best practice (e.g. the election of individual directors, discharge authorities, capital authorities, auditor appointment, major or related party transactions etc.); |
■ | place items on the agenda of general meetings, and to propose resolutions subject to reasonable limitations; |
■ | call a meeting of shareholders for the purpose of transacting the legitimate business of the company; and |
■ | Clear, consistent and effective reporting to shareholders is undertaken at regular intervals and that they remain aware of shareholder sentiment on major issues to do with the business, its strategy and performance. Where significant shareholder dissent is emerging or apparent (e.g. through the voting levels seen at General Meetings), boards should act to address that. |
■ | Boards should also allow a reasonable opportunity for the shareholders at a general meeting to ask questions about or make comments on the management of the company, and to ask the external auditor questions related to the audit. |
Statement of Additional Information – [______, 2021] | B-2 |
Statement of Additional Information – [______, 2021] | B-3 |
■ | subject to proper oversight by the board and regular review (e.g. audit, shareholder approval); |
■ | clearly justified and not be detrimental to the long-term interests of the company; |
■ | undertaken in the normal course of business; |
■ | undertaken on fully commercial terms; |
■ | in line with best practice; and |
■ | in the interests of all shareholders. |
Statement of Additional Information – [______, 2021] | B-4 |
Statement of Additional Information – [______, 2021] | B-5 |
1. | Clear, simple and understandable; |
2. | Balanced and proportionate, in respect of structure, deliverables, opportunity and the market; |
3. | Aligned with the long-term strategy, related key performance indicators and risk management discipline; |
4. | Linked robustly to the delivery of performance; |
5. | Delivering outcomes that reflect value creation and the shareholder ‘experience’; and |
6. | Structured to avoid pay for failure or the avoidance of accountability to shareholders. |
Statement of Additional Information – [______, 2021] | B-6 |
1. | an understanding how resilient an organization’s strategy is to climate-related risks; |
2. | appropriate pricing of climate related risks and opportunities; and |
3. | a broad understanding of the financial systems’ exposure to climate related risk. |
■ | UN Global Compact |
■ | UN Guiding Principles on Business and Human Rights (the “Ruggie Principles”) |
■ | International Labour Organisation (ILO) Core Labor Standards |
Statement of Additional Information – [______, 2021] | B-7 |
■ | Current or retired fund Board members, officers or employees of the funds or Columbia Management or its affiliates(b); |
■ | Current or retired Ameriprise Financial Services, LLC (Ameriprise Financial Services) financial advisors and employees of such financial advisors(b); |
■ | Registered representatives and other employees of affiliated or unaffiliated financial intermediaries (and their immediate family members and related trusts or other entities owned by the foregoing) having a selling agreement with the Distributor(b); |
■ | Registered broker-dealer firms that have entered into a dealer agreement with the Distributor may buy Class A shares without paying a front-end sales charge for their investment account only; |
■ | Portfolio managers employed by subadvisers of the funds(b); |
■ | Partners and employees of outside legal counsel to the funds or to the funds’ directors or trustees who regularly provide advice and services to the funds, or to their directors or trustees; |
■ | Direct rollovers (i.e., rollovers of fund shares and not reinvestments of redemption proceeds) from qualified employee benefit plans, provided that the rollover involves a transfer to Class A shares in the same fund; |
■ | Employees or partners of Columbia Wanger Asset Management, LLC; |
■ | Separate accounts established and maintained by an insurance company which are exempt from registration under Section 3(c)(11); |
■ | At a fund’s discretion, front-end sales charges may be waived for shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the fund is a party; |
■ | Purchases by registered representatives and employees (and their immediate family members and related trusts or other entities owned by the foregoing (referred to as “Related Persons”)) of Ameriprise Financial Services and its affiliates; provided that with respect to employees (and their Related Persons) of an affiliate of Ameriprise Financial, such persons must make purchases through an account held at Ameriprise Financial or its affiliates. |
■ | Through or under a wrap fee product or other investment product sponsored by a financial intermediary that charges an account management fee or other managed agency/asset allocation accounts or programs involving fee-based compensation arrangements that have or that clear trades through a financial intermediary that has a selling agreement with the Distributor; |
■ | Through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; |
■ | Through banks, trust companies and thrift institutions, acting as fiduciaries; or |
Statement of Additional Information – [______, 2021] | S-1 |
■ | Through “employee benefit plans” created under Section 401(a), 401(k), 457 and 403(b), and qualified deferred compensation plans, that have a plan level or omnibus account maintained with the Fund or the Transfer Agent and transact directly with the Fund or the Transfer Agent through a third-party administrator or third-party recordkeeper. This waiver does not apply to accounts held through commissionable brokerage platforms. |
* | Any shareholder with a Direct-at-Fund account (i.e., shares held directly with the Fund through the Transfer Agent) that is eligible to purchase shares without a front-end sales charge by virtue of having qualified for a previous waiver may continue to purchase shares without a front-end sales charge if they no longer qualify under a category described in the prospectus or in this section. Otherwise, you must qualify for a front-end sales charge waiver described in the prospectus or in this section. |
(a) | The Funds no longer accept investments from new or existing investors in Class E shares, except by existing Class E and former Class F shareholders who opened and funded their account prior to September 22, 2006 that may continue to invest in Class E shares (Class F shares automatically converted to Class E shares on July 17, 2017). See the prospectus offering Class E shares of Columbia Large Cap Growth Fund (a series of CFST I) for details. |
(b) | Including their spouses or domestic partners, children or step-children, parents, step-parents or legal guardians, and their spouse’s or domestic partner’s parents, step-parents, or legal guardians. |
■ | In the event of the shareholder’s death; |
■ | For which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase; |
■ | Purchased through reinvestment of dividend and capital gain distributions; |
■ | That result from required minimum distributions taken from retirement accounts upon the shareholder’s attainment of the qualified age based on applicable IRS regulations; |
■ | That result from returns of excess contributions made to retirement plans or individual retirement accounts, so long as the financial intermediary returns the applicable portion of any commission paid by the Distributor; |
■ | For Class A shares: initially purchased by an employee benefit plan; |
■ | For Class C, Class E, and Class V shares: initially purchased by an employee benefit plan that are not connected with a plan level termination; |
■ | In connection with the fund’s Small Account Policy (as described in the prospectus); and |
■ | Issued in connection with plans of reorganization, including but not limited to mergers, asset acquisitions and exchange offers, to which the fund is a party and at the fund’s discretion. |
■ | Any client of Bank of America or one of its subsidiaries buying shares through an asset management company, trust, fiduciary, retirement plan administration or similar arrangement with Bank of America or the subsidiary. |
■ | Any employee (or family member of an employee) of Bank of America or one of its subsidiaries. |
■ | Any investor buying shares through a Columbia Management state tuition plan organized under Section 529 of the Internal Revenue Code. |
■ | Any trustee or director (or family member of a trustee or director) of a fund distributed by the Distributor. |
■ | Other than for the Multi-Manager Strategies Funds, any shareholder (as well as any family member of a shareholder or person listed on an account registration for any account of the shareholder) who holds Class Inst shares of a fund distributed by the Distributor is eligible to purchase Class Inst shares of other funds distributed by the Distributor, subject to a minimum initial investment of $2,000 ($1,000 for IRAs). If the account in which the shareholder holds Class Inst shares is not eligible to purchase additional Class Inst shares, the shareholder may purchase Class Inst shares in an account maintained directly with the Transfer Agent, subject to a minimum initial investment of $2,000 ($1,000 for IRAs). |
Statement of Additional Information – [______, 2021] | S-2 |
Statement of Additional Information – [______, 2021] | S-3 |
COLUMBIA FUNDS SERIES TRUST II
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 15. Indemnification |
Article VII of the Registrants Agreement and Declaration of Trust, as amended, provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set forth in the Agreement and Declaration of Trust, which is filed as an exhibit to this registration statement. Article X of the Registrants Bylaws provides that each person made or threatened to be made a party to or is involved in any actual or threatened proceeding by reason of the former or present capacity as a trustee or officer of the Registrant or who, while a trustee or officer, is or was serving at the request of the Registrant or whose duties as a trustee or officer involve or involved service as a director, officer, partner, trustee or agent of another organization or employee benefit plan whether the basis of any proceeding is alleged action in an official capacity or in any capacity while serving as a director, officer, partner, trustee or agent, shall be indemnified by the Registrant, under specified circumstances, all as more fully set forth in the Bylaws, which are filed as an exhibit to the registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
The Registrants Declaration of Trust provides that nothing in the Declaration of Trust shall protect any trustee or officer against any liabilities to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or position with or on behalf of the Registrant and the Registrants Bylaws provides that no indemnification will be made in violation of the provisions of the 1940 Act.
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 (the 1933 Act) 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 (SEC), such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable.
Item 16. Exhibits |
Item 17. |
Undertakings |
(1) |
The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) |
The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
(3) |
The Registrant undertakes to file the opinion of counsel supporting the tax consequences of the proposed reorganization required by Item 16(12) through an amendment to this Registration Statement no later than a reasonable time after the closing of the transaction. |
SIGNATURES
As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed on behalf of the Registrant, COLUMBIA FUNDS SERIES TRUST II, by the undersigned, duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on the 19th day of August, 2021.
COLUMBIA FUNDS SERIES TRUST II |
||
By: |
/s/ Daniel J. Beckman |
|
Name: |
Daniel J. Beckman |
|
Title: |
President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 19th day of August, 2021.
Signature | Capacity | Signature | Capacity | |||
/s/ Daniel J. Beckman Daniel J. Beckman |
President (Principal Executive Officer) |
/s/ Olive M. Darragh* |
Trustee | |||
Olive M. Darragh | ||||||
/s/ Michael G. Clarke Michael G. Clarke |
Chief Financial Officer (Principal Financial Officer) and Senior Vice President |
/s/ Patricia M. Flynn* Patricia M. Flynn |
Trustee | |||
/s/ Joseph Beranek Joseph Beranek |
Treasurer and Chief Accounting Officer (Principal Accounting Officer) |
/s/ Brian J. Gallagher* Brian J. Gallagher |
Trustee | |||
/s/ Catherine James Paglia* Catherine James Paglia |
Co-Chair of the Board |
/s/ Nancy T. Lukitsh* Nancy T. Lukitsh |
Trustee | |||
/s/ Douglas A. Hacker* Douglas A. Hacker |
Co-Chair of the Board |
/s/ David M. Moffett* |
Trustee | |||
David M. Moffett | ||||||
/s/ George S. Batejan* George S. Batejan |
Trustee |
/s/ Christopher O. Petersen* |
Trustee | |||
Christopher O. Petersen | ||||||
/s/ Kathleen A. Blatz* Kathleen A. Blatz |
Trustee |
/s/ Anthony M. Santomero* Anthony M. Santomero |
Trustee | |||
/s/ Pamela G. Carlton* Pamela G. Carlton |
Trustee |
/s/ Minor M. Shaw* Minor M. Shaw |
Trustee | |||
/s/ Janet Langford Carrig* Janet Langford Carrig |
Trustee |
/s/ Natalie A. Trunow* |
Trustee | |||
Natalie A. Trunow | ||||||
/s/ J. Kevin Connaughton* |
Trustee |
/s/ Sandra Yeager* |
Trustee | |||
J. Kevin Connaughton | Sandra Yeager |
* By: |
/s/ Daniel J. Beckman |
|
Name: |
Daniel J. Beckman** | |
Attorney-in-fact |
** |
Executed by Daniel J. Beckman on behalf of each of the Trustees pursuant to a Power of Attorney filed herewith. |
Exhibit Index
Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of [], 2021 (the Agreement), is by and among the Target Company, as defined below, on behalf of each of its series that is a Target Fund, as defined below, the Acquiring Company, as defined below, on behalf of the Acquiring Fund, as defined below, and, for purposes of paragraphs 6.8, 10.2, 12.2 and 15 of this Agreement only, BMO Asset Management Corp. (BMO AM), the investment adviser of each Target Fund and Bank of Montreal (BMO Parent and, together with BMO AM, BMO), and for purposes of paragraphs 10.2, 12.2 and 15 of this Agreement only, Columbia Management Investment Advisers, LLC (Columbia Threadneedle), the investment adviser to the Acquiring Fund.
Each reorganization contemplated by this Agreement consists of the transfer of all assets attributable to each class of a Target Funds shares in exchange for Acquisition Shares, as defined below, of the corresponding class of shares of the Acquiring Fund, and the Acquiring Funds assumption of all Obligations, as defined below, of the Target Fund and the distribution of each class of Acquisition Shares received by the Target Fund to the Target Fund shareholders of the corresponding class (or corresponding classes) in liquidation of the Target Fund, all upon the terms and conditions set forth in this Agreement.
This Agreement is to be treated as if each reorganization between a Target Fund and the Acquiring Fund is the subject of a separate agreement. Each Target Fund and the Target Company acting on behalf of the Target Fund, and the Acquiring Fund and the Acquiring Company acting on behalf of the Acquiring Fund, is acting separately from all of the other parties and their series, and not jointly or jointly and severally with any other party.
This Agreement is adopted as a plan of reorganization and liquidation within the meaning of Section 361(a) and Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the Code), and any successor provision.
The parties therefore agree as follows:
1. |
DEFINITIONS. |
1933 Act means the Securities Act of 1933, as amended.
1934 Act means the Securities Exchange Act of 1934, as amended.
1940 Act means the Investment Company Act of 1940, as amended.
Acquiring Company means the entity listed in the column entitled Acquiring Company on Exhibit A.
Acquiring Fund means the series of the Acquiring Company listed in the column entitled Acquiring Fund on Exhibit A.
Acquiring Fund Prospectus means, collectively, the prospectus(es) and statement(s) of additional information of the Acquiring Fund, as amended or supplemented from time to time.
Acquisition Shares means each class of shares of beneficial interest of the Acquiring Fund to be issued to a Target Fund in a reorganization under this Agreement.
BMO has the meaning set forth in the first recital above.
BMO AM has the meaning set forth in the first recital above.
BMO Parent has the meaning set forth in the first recital above.
Closing means the time at which the transaction contemplated by paragraph 2.1 is consummated.
Closing Date means the date on which the Closing occurs.
Code has the meaning set forth in the fourth recital above.
Columbia Threadneedle has the meaning set forth in the first recital above.
Excluded Liabilities means the liabilities set forth on Schedule 2.3.
Initial Share has the meaning set forth in paragraph 2.7.
Investments means a Target Funds portfolio securities and other assets that would be shown on its schedule of investments if such a schedule were prepared as of the close of business on the Valuation Date.
IRS means the United States Internal Revenue Service.
Liquidation Date means the date on which a Target Fund liquidates and distributes the Acquisition Shares to its shareholders of record pursuant to paragraph 2.4.
Obligations means (i) all liabilities and obligations of a Target Fund reflected on a Statement of Assets and Liabilities of the Target Fund prepared on behalf of the Target Fund as of the close of regular trading on the New York Stock Exchange on the Valuation Date in accordance with generally accepted accounting principles consistently applied from the prior audit period, and (ii) any obligation of a Target Fund to indemnify a director under the Target Companys Articles of Incorporation and By-Laws, so long as such director shall have taken commercially reasonable efforts to maximize recovery from the insurance coverage set forth in paragraph 6.8 hereof before seeking indemnification from the Acquiring Fund. Obligations shall not include any Excluded Liabilities or any other liabilities of the Target Funds, whether absolute, accrued, contingent or otherwise.
Registration Statement has the meaning set forth in paragraph 6.3.
2
Reorganization Costs has the meaning set forth in paragraph 10.2.
RIC means a regulated investment company within the meaning of Section 851 of the Code.
SEC means the U.S. Securities and Exchange Commission.
Sole Shareholder has the meaning set forth in paragraph 2.7.
SPA means the Agreement for the Sale and Purchase of the Entire Issued Share Capital of the Target Companies, dated April 12, 2021, by and among Bank of Montreal, Blue Finco Limited and Ameriprise Financial, Inc., including without limitation Schedule 12 thereof.
Subchapter M means Subchapter M of the Code.
Target Company means the entity listed in the column entitled Target Company on Exhibit A.
Target Fund means each series of the Target Company listed in the column entitled Target Fund on Exhibit A.
Target Fund Prospectus means, collectively, the prospectus(es) or statement(s) of additional information of a Target Fund, as amended or supplemented from time to time.
Valuation Date means the business day immediately preceding the Closing Date.
2. |
TRANSFER OF ASSETS OF EACH TARGET FUND IN EXCHANGE FOR ASSUMPTION OF OBLIGATIONS AND ACQUISITION SHARES AND LIQUIDATION OF SUCH TARGET FUND. |
2.1 |
Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, |
(a) |
Each Target Fund will transfer and deliver to the Acquiring Fund all its assets, as set forth in paragraph 2.2; |
(b) |
The Acquiring Fund will assume all Obligations of each Target Fund; and |
(c) |
The Acquiring Fund will issue and deliver to each Target Fund in exchange for the net assets attributable to each class of its shares a number of Acquisition Shares of the corresponding class as set forth on Exhibit A (including fractional shares, if any) determined by dividing the value of such net assets, computed in the manner and as of the time and date set forth in paragraph 3.1, by the net asset value of one Acquisition Share of the corresponding class computed in the manner and as of the time and date |
3
set forth in paragraph 3.2. Such transactions shall take place at the Closing. The parties agree that the intent of this calculation is to ensure that the aggregate net asset value of the Acquisition Shares (as determined in accordance with paragraph 3.4) to be so credited to Target Fund shareholders shall be equal to the aggregate net asset value of the outstanding Target Fund shares (as determined in accordance with paragraph 3.4) owned by Target Fund shareholders as of the close of regular trading on the New York Stock Exchange on the Valuation Date. |
2.2 |
The assets of each Target Fund to be acquired by the Acquiring Fund shall consist of, without limitation, all cash, Investments, dividends and interest receivable, claims or rights of action, books and records, receivables for shares sold and all other tangible and intangible assets that are owned by the Target Fund as of the Closing, including any prepaid expenses shown as an asset on the books of the Target Fund as of the Closing. |
2.3 |
The Target Company will endeavor to discharge all of the known liabilities and obligations of each Target Fund prior to the Valuation Date and, prior to the Valuation Date, will have discharged the Excluded Liabilities. Without limiting the foregoing, each Target Fund will have paid or otherwise discharged all liabilities or obligations accrued or owing to third parties under each of the contracts set forth on Schedule 8.6. |
2.4 |
As soon as practicable after the Closing, each Target Fund will liquidate and distribute pro rata to its shareholders of record of each class of its shares, determined at the time of distribution, the Acquisition Shares of the corresponding class received by the Target Fund pursuant to paragraph 2.1. Such liquidation and distribution will be accomplished by the transfer of the Acquisition Shares then credited to the account of each Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of such Target Funds shareholders and representing the respective pro rata number of Acquisition Shares of the corresponding class due to such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Acquisition Shares in connection with such exchange. Ownership of Acquisition Shares will be shown on the books of the Acquiring Funds transfer agent. |
2.5 |
With respect to Acquisition Shares distributable pursuant to paragraph 2.4 to a Target Fund shareholder holding a certificate or certificates for shares of the Target Fund, if any, at the time of such distribution, the Target Fund will not permit such shareholder to receive Acquisition Share certificates therefor, to exchange such Acquisition Shares for shares of other investment companies, to effect an account transfer of such Acquisition Shares or to pledge or redeem such Acquisition Shares until such Target Fund shareholder has surrendered all his, her or its outstanding certificates for Target Fund shares or, in the event of lost certificates, posted adequate bond. |
4
2.6 |
As soon as practicable after the Closing, the Target Company, on behalf of each Target Fund, shall make all filings and take all other steps as shall be necessary and proper to effect the complete dissolution of each Target Fund under applicable state law, including amending the Target Companys Articles of Incorporation to dissolve and terminate each Target Fund. After the Closing, no Target Fund shall conduct any business except in connection with its dissolution, including compliance with the requirements of paragraph 2.4. Any reporting responsibility of the Target Company, on behalf of each Target Fund, including the responsibility for filing regulatory reports, tax returns or other documents with the SEC, any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Company. |
2.7 |
Prior to the Closing, the Acquiring Fund will issue one share of beneficial interest of the Acquiring Fund (the Initial Share) to Columbia Threadneedle or one of its affiliates (the Sole Shareholder) in exchange for $1.00 for the sole purpose of allowing the Sole Shareholder to approve certain matters to facilitate the organization of the Acquiring Fund. Prior to the close of regular trading on the New York Stock Exchange on the Valuation Date, the Initial Share will be redeemed and cancelled by the Acquiring Fund in exchange for $1.00. |
3. |
VALUATION. |
3.1 |
The value of each Target Funds assets to be acquired by the Acquiring Fund hereunder, net of Obligations, shall be computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date and shall be certified by the Target Fund. |
3.2 |
For the purpose of paragraph 2.1, the net asset value of an Acquisition Share of each class shall be the net asset value per share computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date of the corresponding class of the Target Fund that is the accounting survivor of the reorganizations. |
3.3 |
The full value of each share of a Target Fund will be exchanged for the corresponding Acquisition Shares without the imposition of any sales charge, redemption fee, commission or other transactional fee. |
3.4 |
All computations of value under articles 2 and 3 will be made by the Acquiring Funds accounting agent, using the valuation policies and procedures established by the Board of Trustees of the Acquiring Company for regular use in pricing the shares and assets of the Acquiring Fund and shall be subject to review by the Target Funds administrator and, if requested by either the Target Company or the Acquiring Company, by the independent registered public accountant of the requesting party; provided, however, the net asset value of the Acquisition Shares shall be as set forth in paragraph 3.2. |
5
4. |
CLOSING AND CLOSING DATE. |
4.1 |
The Closing Date shall be on such date or such later date as the officers of the Acquiring Company and the Target Company may mutually agree. The Closing shall be held at Columbia Threadneedles offices, 290 Congress Street, Boston, Massachusetts 02110 (or such other place or virtually as the officers of the Acquiring Company and the Target Company may mutually agree), on or before 8:59 a.m. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. |
4.2 |
As of the Closing, each Target Funds assets, including without limitation all the Target Funds cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments held in the U.S. Treasury Departments book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of [Custodian], custodian for [Acquiring Fund]. |
4.3 |
In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of each Target Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either the Target Company, on behalf of a Target Fund, or the Acquiring Company, on behalf of the Acquiring Fund, upon the giving of written notice to the other party. |
4.4 |
At the Closing or as soon as practicable thereafter, each Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Funds shareholders and the number of outstanding shares of each class of the Target Fund owned by each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding |
6
share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Funds account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to each Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited to open accounts in the names of the Target Funds shareholders as provided in paragraph 2.4. |
4.5 |
At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of Obligations and liquidation contemplated by article 2. |
5. |
REPRESENTATIONS AND WARRANTIES. |
5.1 |
The Target Company, on behalf of each Target Fund, represents and warrants the following to the Acquiring Company, on behalf of the Acquiring Fund, as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following as of the Closing: |
(a) |
The Target Company is duly organized, validly existing and in good standing under the laws of its state of organization. |
(b) |
The Target Company is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect, and each Target Fund is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Target Company and the 1940 Act. |
(c) |
The Target Fund is not in violation in any material respect of any provisions of the Target Companys organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Target Fund is a party or by which the Target Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation. |
(d) |
The Target Fund has no contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) that if terminated may result in material liability to the Target Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing will be due from the Target Fund. |
7
(e) |
To the knowledge of the Target Fund, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or formal or informal investigation of or before any court or governmental body is presently pending or threatened as to the Target Fund, any of its properties or assets, or any person whom the Target Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Target Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. |
(f) |
The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Target Fund, as of the last day of and for its most recently completed fiscal year, audited by the Target Funds independent registered public accounting firm (and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any subsequent semiannual period following the most recently completed fiscal year), copies of which have been filed with the SEC or furnished to the Acquiring Fund, fairly reflect the financial condition and results of operations of the Target Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied. In addition, the Target Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Target Funds most recently completed fiscal year. |
(g) |
Since the last day of the Target Funds most recently completed fiscal year, there has not been any material adverse change in the Target Funds financial condition, assets, Obligations or business (other than changes occurring in the ordinary course of business), or any incurrence by the Target Fund of indebtedness, except as disclosed in writing to the Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in Investments, changes in the market value of Investments or net redemptions shall be deemed to be in the ordinary course of business. |
(h) |
For each taxable year of its operations (including the taxable year ending on the Closing Date), the Target Fund (i) has been, and in the case of the taxable year ending on the Closing Date will be, treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code; (ii) has met, and in the case of the taxable year ending on the Closing Date will meet, the requirements of Subchapter M for qualification as a RIC and has elected to be treated as such; (iii) has been, and in the case |
8
of the taxable year ending on the Closing Date will be, eligible to compute and has computed or in the case of the taxable year ending on the Closing Date will compute its federal income tax under Section 852 of the Code; and (iv) has not been, and will not be, liable for any material income or excise tax under Section 852 or 4982 of the Code. The Target Fund has not taken any action, caused any action to be taken, failed to take or failed to cause any action to be taken which action or failure could cause the Target Fund to fail to qualify as a RIC eligible to compute its federal income tax under Section 852 of the Code. As of the time of the Closing, the Target Fund will have no current or accumulated earnings and profits accumulated in any taxable year to which the provisions of Part I of Subchapter M did not apply to it. |
(i) |
Except as otherwise disclosed to the Acquiring Fund, as of the Closing, (i) the Target Fund shall have duly and timely filed all federal, state, local and other tax returns and reports of the Target Fund (including, but not limited to, information returns) required by law to have been filed by such time (giving effect to permitted extensions), and all federal, state, local and other taxes (whether or not shown to be due on such returns and reports or on any assessments received) shall have been paid, or provisions shall have been made for the payment thereof; (ii) all such returns and reports are accurate and complete, and accurately state the amount of tax (if any) owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income or other information required to be reported by the Target Fund; (iii) all of the Target Funds tax liabilities will have been adequately reflected on its books; and (iv) the Target Fund will have had no known tax deficiency or liability asserted against it or question with respect thereto raised by the IRS or by any state or local tax authority, and, to the Target Funds knowledge, the Target Fund will not be under audit by the IRS or by any state or local tax authority for taxes in excess of those already paid. |
(j) |
All issued and outstanding shares of the Target Fund are, and at the Closing will be, validly issued, fully paid and nonassessable (except as set forth in the most recent Target Fund Prospectus) and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Target Fund are outstanding and none will be outstanding as of the Closing. |
(k) |
The Target Funds investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Target Fund Prospectus. |
9
(l) |
The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors of the Target Company, on behalf of the Target Fund, including a majority of the directors who are not interested persons (as that term is defined in the 1940 Act) of the Target Fund, based upon their determination that participation in the reorganization is in the best interests of the Target Fund, and this Agreement will constitute the valid and binding obligation of the Target Company, on behalf of the Target Fund, enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
(m) |
The Acquisition Shares to be issued to the Target Fund pursuant to paragraph 2.1 will not be acquired for the purpose of making any distribution thereof other than to the Target Funds shareholders as provided in paragraph 2.4. |
(n) |
The information provided by or on behalf of the Target Fund for use in the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 6.3 shall be accurate and complete in all material respects and shall comply with applicable federal securities and other laws and regulations. |
(o) |
No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Target Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or Blue Sky laws (which terms, as used herein, shall include the laws of the District of Columbia and of Puerto Rico) and the Hart-Scott-Rodino Act, which shall have been obtained on or prior to the Closing. |
(p) |
At the Closing, the Target Fund will have good and marketable title to its assets to be transferred to the Acquiring Fund pursuant to paragraph 2.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments and any other of its assets and Obligations to be transferred to the Acquiring Fund pursuant to this Agreement. At the Closing, subject only to the delivery of the Investments and any such other assets and Obligations and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and Obligations subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the Acquiring Fund. |
10
(q) |
Prior to the Closing Date, the Target Fund will have sold such of its assets, if any, as are necessary based on information provided by the Acquiring Fund and contingent on the accuracy of such information to assure that, after giving effect to the acquisition of the assets of the Target Fund pursuant to this Agreement, the Acquiring Fund, if classified as a diversified company within the meaning of Section 5(b)(1) of the 1940 Act, will remain a diversified company and in compliance in all material respects with such other investment restrictions as are set forth in the Acquiring Fund Prospectus, as amended through the Closing Date; provided, however, that the Target Fund shall not dispose of any assets if such disposition would adversely affect the ability to receive the tax opinion referred to in paragraph 9.5. |
(r) |
No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Target Fund or the Acquiring Fund, except as previously disclosed by the Target Fund to the Acquiring Fund. |
(s) |
The due diligence materials of the Target Funds made available to the Acquiring Fund, the Board of Trustees of the Acquiring Company, Columbia Threadneedle and their respective legal counsel and affiliates in response to the due diligence requests from the Acquiring Company, the Board of Trustees of the Acquiring Company, Columbia Threadneedle and their respective legal counsel and affiliates, are true and correct in all material respects and contain no material misstatements or omissions. |
(t) |
The current Target Fund Prospectus for each Target Fund conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations of the SEC thereunder, and does not and will not include any untrue statement of a material fact or omit to state any material fact relating to the Target Fund required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. |
5.2 |
The Acquiring Company, on behalf of the Acquiring Fund, represents and warrants the following to the Target Company, on behalf of each Target Fund, as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following as of the Closing: |
(a) |
The Acquiring Company is duly organized, validly existing and in good standing under the laws of its state of organization. |
11
(b) |
The Acquiring Company is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Acquiring Company and the 1940 Act. |
(c) |
The Acquiring Fund was newly formed solely for the purpose of effecting the reorganizations. As of the time immediately prior to the Closing, the Acquiring Fund has carried on no business activities, other than as necessary to facilitate the organization of the Acquiring Fund as a new series of the Acquiring Company prior to its commencement of operations. Except with respect to the consideration received in exchange for the issuance of the Initial Share, the Acquiring Fund has not owned any assets and will not own any assets prior to the Closing. |
(d) |
The Registration Statement under the 1933 Act with respect to the Acquisition Shares will be in full force and effect and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquiring Fund, threatened by the SEC, and such Registration Statement will conform in all material respects to the applicable requirements of the 1933 Act, and the 1940 Act, and the rules and regulations of the SEC thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund Prospectus or in the Registration Statement of which it is a part. |
(e) |
The Acquiring Fund is not in violation in any material respect of any provisions of the Acquiring Companys organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation. |
(f) |
To the knowledge of the Acquiring Fund, except as has been disclosed in writing to the Target Funds, no litigation or administrative proceeding or formal or informal investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. |
12
(g) |
The Acquiring Fund (i) will be treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date; (ii) will meet the requirements of Subchapter M for qualification as a RIC and will elect to be treated as such for the taxable year that includes the Closing Date; and (iii) will be eligible to compute and will compute its federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date. The Acquiring Fund has not taken any action, caused any action to be taken, failed to take or failed to cause any action to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC eligible to compute its federal income tax under Section 852 of the Code. The Acquiring Fund has no earnings and profits accumulated in any taxable year for federal income tax purposes. |
(h) |
No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Acquiring Fund are outstanding and none will be outstanding as of the Closing. |
(i) |
The execution, delivery and performance of this Agreement have been duly authorized by the Board of Trustees of the Acquiring Company, on behalf of the Acquiring Fund, including a majority of the trustees who are not interested persons (as that term is defined in the 1940 Act) of the Acquiring Fund, based upon their determination that participation in the reorganization is in the best interests of the Acquiring Fund, and this Agreement will constitute the valid and binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
(j) |
The Acquisition Shares to be issued and delivered to the Target Fund pursuant to paragraph 2.1 will have been duly authorized and, when so issued and delivered, will be validly issued shares of the Acquiring Fund, and will be fully paid and nonassessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. |
(k) |
The information provided by or on behalf of the Acquiring Fund for use in the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 6.3 shall be accurate and complete in all material respects and shall comply with applicable federal securities and other laws and regulations. |
13
(l) |
No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or Blue Sky laws (which terms, as used herein, shall include the laws of the District of Columbia and of Puerto Rico) and the Hart-Scott-Rodino Act, which shall have been obtained on or prior to the Closing. |
(m) |
The due diligence materials of the Acquiring Fund made available to the Target Funds, the Board of Directors of the Target Company, BMO and their respective legal counsel and affiliates in response to the due diligence requests from the Target Company, the Board of Directors of the Target Company, BMO and their respective legal counsel and affiliates, are true and correct in all material respects and contain no material misstatements or omissions. |
(n) |
As of the time immediately prior to the Closing, there will be no issued or outstanding securities issued by the Acquiring Fund, other than the Initial Share issued to the Sole Shareholder for the purpose set forth in paragraph 2.7. The Initial Share will be redeemed and cancelled prior to the close of regular trading on the New York Stock Exchange on the Valuation Date. |
6. |
COVENANTS. |
The Target Company, on behalf of each Target Fund, and the Acquiring Company, on behalf of the Acquiring Fund, hereby covenants and agrees with the other with respect to each reorganization as follows:
6.1 |
The Target Fund will operate its business in the ordinary course from the date hereof through the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities and other instruments, sales and redemptions of Target Fund shares and regular and customary periodic dividends and distributions. Prior to the Closing, the Acquiring Fund will not have any issued and outstanding securities or assets other than as contemplated by paragraph 2.7. Prior to the Closing, the Acquiring Fund will not carry on any business activities, other than as necessary to facilitate the organization of the Acquiring Fund as a new series of the Acquiring Company prior to its commencement of operations. |
6.2 |
If shareholder approval of the transactions contemplated hereby is required under the 1940 Act, by applicable state law or the Target Companys Articles of Incorporation and/or Bylaws, the Target Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. |
14
6.3 |
In connection with the Target Fund shareholders meeting referred to in paragraph 6.2, the Acquiring Company will prepare a Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the Registration Statement), which the Acquiring Company will prepare and file for registration under the 1933 Act of the Acquisition Shares to be distributed to the Target Funds shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act. The Target Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Target Company and the Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Target Fund shares. |
6.4 |
The information to be furnished by or on behalf of the Target Fund for use in the Registration Statement or Prospectus/Proxy Statement, and the information to be furnished by the Acquiring Fund for use in the Registration Statement or Prospectus/Proxy Statement, each as referred to in paragraph 6.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. |
6.5 |
The Acquiring Fund will advise the Target Fund promptly if at any time prior to the Closing Date the assets of such Target Fund include any securities that the Acquiring Fund is not permitted to acquire. |
6.6 |
Subject to the provisions of this Agreement, the Target Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other partys obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. |
6.7 |
The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or Blue Sky laws and the Hart-Scott-Rodino Act as it may deem appropriate in order to continue its operations after the Closing. |
6.8 |
For the period beginning at the Closing Date and ending not less than six years thereafter, BMO, its successors and assigns, shall either (a) arrange for the provision of liability coverage under the Target Companys current policy, through the designation of the Target Funds as terminated funds under the current policy, to any former and/or current directors and officers of the Target Funds as of the date of this Agreement, covering the actions of such directors and officers of the Target Funds for the period(s) they served as such; or (b) obtain a pre-paid, non-cancelable run-off or tail insurance policy (e.g., errors and omissions/directors and officers) providing liability coverage to the Target Funds, |
15
to any former and/or current directors and officers of the Target Funds as of the date of this Agreement, covering the actions of such directors and officers of the Target Funds for the period(s) they served as such and at limit levels and otherwise on terms agreed upon by the parties. In the event of any claim or other matter involving any of the Target Funds or the directors of the Target Company that may give rise to a claim against the Acquiring Funds hereunder, the Target Company, the Target Funds and any director of the Target Fund asserting an obligation of a Target Fund to indemnify such director shall exercise commercially reasonable efforts to maximize recovery from the insurance coverage set forth in this paragraph 6.8 before asserting any claim against an Acquiring Fund pursuant to terms of this Agreement. |
7. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TARGET FUND. |
With respect to each reorganization of a Target Fund, the obligations of the Target Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder at or before the Closing and, in addition thereto, to the following further conditions:
7.1 |
The Acquiring Fund shall have delivered to the Target Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Target Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing. |
7.2 |
The Target Fund shall have received a favorable opinion of counsel to the Acquiring Fund, dated as of the Closing Date and in a form satisfactory to the Target Fund, to the following effect: |
(a) |
The Acquiring Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquiring Company. |
(b) |
This Agreement has been duly authorized, executed and delivered by the Acquiring Company, on behalf of the Acquiring Fund, and, assuming the due authorization, execution and delivery of this Agreement by the other parties, is the valid and binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
16
(c) |
The Acquiring Fund has the power to assume the Obligations to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby, the Acquiring Fund will have duly assumed such Obligations. |
(d) |
The Acquisition Shares to be issued for transfer to the Target Funds shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and, assuming receipt by the Acquiring Fund of the consideration contemplated hereby, fully paid and nonassessable shares in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof. |
(e) |
The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its obligations hereunder will not, violate the Acquiring Companys organizational documents. |
8. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND. |
With respect to each reorganization of a Target Fund, the obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Target Fund of all the obligations to be performed by it hereunder at or before the Closing and, in addition thereto, to the following further conditions:
8.1 |
The Target Fund shall have delivered to the Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Target Fund made in this Agreement are true and correct at and as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and that the Target Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing. |
8.2 |
The Acquiring Fund shall have received a favorable opinion of counsel to the Target Fund dated as of the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: |
(a) |
The Target Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Target Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Target Company. |
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(b) |
This Agreement has been duly authorized, executed and delivered by the Target Company on behalf of the Target Fund, and, assuming the due authorization, execution and delivery of this Agreement by the other parties, is the valid and binding obligation of the Target Company, on behalf of the Target Fund enforceable against the Target Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
(c) |
The Target Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Target Fund will have duly transferred such assets to the Acquiring Fund. |
(d) |
The execution and delivery of this Agreement did not, and the performance by the Target Fund of its obligations hereunder will not, violate the Target Companys organizational documents. |
8.3 |
At or prior to the close of regular trading on the New York Stock Exchange on the Valuation Date, the Target Fund shall have declared and paid, or caused to be paid, a dividend or dividends that, together with all previous dividends, shall have the effect of distributing, in distributions qualifying for the dividends paid deduction, (i) all of the excess, if any, of (a) the Target Funds interest income excludable from gross income under Section 103(a) of the Code over (b) the Target Funds deductions disallowed under Sections 265 or 171(a)(2) of the Code, (ii) all of the Target Funds investment company taxable income as defined in Section 852 of the Code and (iii) all of the Target Funds net capital gain realized (after reduction for any available capital loss carryover and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code). The amounts in (i), (ii) and (iii) shall in each case be computed without regard to the dividends paid deduction and shall include, as indicated above, amounts in respect of both (x) the Target Funds taxable year that will end on the Closing Date, and (y) any prior taxable year of the Target Fund, to the extent such dividend or dividends are eligible to be treated as paid during such prior year under Section 855(a) of the Code. |
8.4 |
The Target Fund shall have furnished to the Acquiring Fund a certificate signed by an authorized officer of the Target Fund as to the adjusted tax basis in the hands of the Target Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Target Fund, including but not limited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing. |
18
8.5 |
The Target Fund shall have made available to the Acquiring Fund such accounts, books and records required to be maintained by the Target Fund pursuant to Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder that are reasonably requested in writing by the Acquiring Fund in connection with the reorganization. |
8.6 |
The Target Fund shall have delivered to the Acquiring Fund written evidence of termination of the contracts specifically pertaining to the Target Fund set forth in Schedule 8.6. |
8.7 |
The Target Fund shall have delivered to the Acquiring Fund a certification signed by an officer of the Target Fund reporting, as of the Closing Date, the percentage of the outstanding voting securities of the Acquiring Fund (including shares of the Target Fund exchanged for shares of the Acquiring Fund in the reorganization), immediately following the Closing, in the aggregate, directly or indirectly owned, controlled or held with power to vote by BMO Parent and any person controlling, controlled by or under common control with BMO Parent and such percentage shall be less than 19%. |
9. |
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TARGET FUND AND THE ACQUIRING FUND. |
With respect to the reorganization of each Target Fund, the respective obligations of the Target Fund and the Acquiring Fund hereunder are subject to the further conditions that on or before the Closing:
9.1 |
This Agreement and the transactions contemplated herein, including without limitation an amendment to the Target Companys Articles of Incorporation to dissolve and terminate such Target Fund in connection with its reorganization as set forth in paragraph 2.6, shall have received all necessary shareholder approvals at the meeting of shareholders of the Target Fund referred to in paragraph 6.2, if any. |
9.2 |
On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby. |
9.3 |
All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the SEC and of state Blue Sky and securities authorities) deemed necessary by the Target Fund or the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except when failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Target Fund or the Acquiring Fund. |
19
9.4 |
The Registration Statement, if any, shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. |
9.5 |
The Target Fund and the Acquiring Fund shall have received an opinion of Vedder Price P.C. satisfactory to each of them (which opinion will be subject to certain customary qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions for U.S. federal income tax purposes: |
(a) |
The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund, immediately followed by the pro rata, by class, distribution of all the Acquisition Shares so received by the Target Fund to the Target Funds shareholders of record in complete liquidation of the Target Fund and the termination and dissolution of the Target Fund promptly thereafter, will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a party to a reorganization, within the meaning of Section 368(b) of the Code, with respect to the reorganization. |
(b) |
No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund. |
(c) |
No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund or upon the distribution (whether actual or constructive) of the Acquisition Shares so received to the Target Funds shareholders solely in exchange for such shareholders shares of the Target Fund in complete liquidation of the Target Fund. |
(d) |
No gain or loss will be recognized by the Target Funds shareholders upon the exchange, pursuant to this Agreement, of all their shares of the Target Fund solely for Acquisition Shares. |
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(e) |
The aggregate basis of the Acquisition Shares received by each Target Fund shareholder pursuant to this Agreement will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. |
(f) |
The holding period of the Acquisition Shares received by each Target Fund shareholder in the reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the effective time of the reorganization. |
(g) |
The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the reorganization. |
(h) |
The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. |
(i) |
The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder. |
No opinion will be expressed as to (1) the effect of the reorganization on the Acquiring Fund, the Target Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any gain or loss is required to be recognized for federal income tax purposes (a) at the end of a taxable year or upon the termination thereof or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
Such opinion will be based on customary assumptions and limitations and such representations, without independent verification, as Vedder Price P.C. may reasonably request of the Target Fund and the Acquiring Fund, as well as the representations and warranties made in this Agreement, which Vedder Price P.C. may treat as representations and warranties made to it. The Acquiring Company, on behalf of the Acquiring Fund, and the Target Company, on behalf of the Target Fund, will cooperate to make and certify the accuracy of such representations.
Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this paragraph 9.5.
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9.6 |
The Target Company and the Acquiring Company shall have received written evidence that the obligations of BMO, or its successors and assigns, pursuant to paragraph 6.8 have been satisfied. |
9.7 |
At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the Board of Directors of the Target Company and the Board of Trustees of the Acquiring Company, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Target Fund or the Acquiring Fund. |
10. |
BROKERAGE; REORGANIZATION COSTS. |
10.1 |
Each party represents and warrants to the other parties that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. |
10.2 |
As provided in the SPA, Columbia Threadneedle and BMO or their affiliates shall pay the costs and expenses relating to and incurred in connection with the reorganization transactions contemplated by this Agreement (Reorganization Costs), whether or not such reorganization transactions are consummated. Reorganization Costs include, but are not limited to, the actual, out of pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with (i) preparing and filing the Registration Statement and any amendments, (ii) clearing SEC comments on the Registration Statement, (iii) printing and mailing or otherwise transmitting the Prospectus/Proxy Statement to the shareholders of the Target Fund, (iv) retaining a proxy solicitor and tabulator, including any costs associated with obtaining beneficial ownership information, (v) any other solicitation activities conducted by BMO AM or Columbia Threadneedle designed to obtain shareholder approval of this Agreement, (vi) holding shareholders meetings and special meetings of the Board of Directors of the Target Company, and (vii) any filings with the SEC or other governmental agencies necessary to satisfy the closing conditions under this Agreement. BMO AM, or its successors and assigns, or its affiliates, shall also pay all fees and expenses incurred in connection with the obtainment of continued liability coverage or tail insurance coverage as discussed in paragraph 6.8. Reorganization Costs do not include transaction costs associated with portfolio repositioning and sales of portfolio securities, which will be borne by the Target Fund incurring such transaction costs except that BMO AM has agreed to pay direct out-of-pocket brokerage commissions and transaction fees. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in an Acquiring Funds or a Target Funds failure to qualify as a RIC or would prevent the reorganization from qualifying as a reorganization within the meaning of Section 368(a) of the Code. |
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11. |
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. |
11.1 |
The parties agree that no party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. |
11.2 |
The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except (a) paragraphs 2.4, 2.5, 2.6, 4.4, 6.8 and 12.2; (b) articles 10, 11, 14, 15 and 16; and (c) any representations made in connection with the tax opinion referred to in paragraph 9.5. |
12. |
TERMINATION. |
12.1 |
This Agreement may be terminated by the mutual agreement of the Target Company, on behalf of a Target Fund, and the Acquiring Company, on behalf of the Acquiring Fund. In addition, either the Target Company or the Acquiring Company may at its option terminate this Agreement at or prior to the Closing because: |
(a) |
of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing; |
(b) |
a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; |
(c) |
the Board of Trustees of the Acquiring Company or the Board of Directors of the Target Company determines that the transaction is no longer in the best interests of the Acquiring Fund or the Target Fund, respectively; or |
(d) |
any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this paragraph 12.1(d) shall have used its reasonable best efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied. |
If any reorganization contemplated by this Agreement has not been completed by [February 28, 2022], this Agreement shall automatically terminate on that date with respect to that reorganization, unless a later date is agreed to by both the Target Company and the Acquiring Company.
23
12.2 |
If for any reason any transaction contemplated by this Agreement is not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages, except that Columbia Threadneedle and BMO (or their affiliates) will bear all Reorganization Costs associated with such transaction as separately agreed to in the SPA. |
13. |
AMENDMENTS. |
This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Target Company and the Acquiring Company; provided, however, that no amendment that under applicable law requires approval by shareholders of a Target Fund or the Acquiring Fund, as applicable, shall be effective without such approval having been obtained.
14. |
NOTICES. |
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Target Fund at 790 North Water Street, Suite 1100, Milwaukee, WI 53202, Attention: Secretary, or to the Acquiring Fund at 290 Congress Street, Boston, Massachusetts 02110, Attention: Secretary.
15. |
CONFIDENTIALITY |
Each party will hold, and will cause its board members, officers, employees, representatives, agents and affiliated persons to hold, in strict confidence, and not disclose to any other person, and not use in any way, except in connection with the transactions herein contemplated, without the prior written consent of the disclosing party, all confidential information obtained from the disclosing party in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable law; (iii) if it is publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a nonconfidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.
In the event of a termination of this Agreement, each party agrees that it, along with its board members, employees, representative agents and affiliated persons, shall, and shall cause their affiliates to, except with the prior written consent of the disclosing party, keep
24
secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to any other persons, any and all confidential or proprietary information relating to the disclosing party and their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is publicly available through no act or failure to act of such party; (iii) if it was already known to such party on a nonconfidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.
16. |
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE. |
16.1 |
The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The use of the terms including or include in this Agreement shall in all cases herein mean including, without limitation or include, without limitation, respectively. |
16.2 |
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. |
16.3 |
This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction. |
16.4 |
This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. |
16.5 |
Notice is hereby given that no director, trustee, officer, agent or employee of the Acquiring Company or the Target Company shall have any personal liability under this Agreement, and that insofar as it relates to the Acquiring Fund or any Target Fund, this Agreement is binding only upon the assets and properties of the Acquiring Fund or such Target Fund, respectively. |
16.6 |
With respect to each reorganization of a Target Fund, the failure of any Target Fund to consummate the reorganization shall not affect the consummation or validity of the reorganization of any other Target Fund and the provisions of this Agreement shall be construed to effect this intent. |
THE REST OF THIS PAGE IS INTENTIONALLY BLANK.
25
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as set forth below.
26
27
EXHIBIT A REORGANIZATIONS
Target Company |
Target Fund |
Acquiring Company |
Acquiring Fund |
|||
BMO Funds, Inc. | BMO Dividend Income Fund | Columbia Funds Series Trust II | Columbia Integrated Large Cap Value Fund | |||
BMO Funds, Inc. | BMO Large Cap Value Fund | Columbia Funds Series Trust II | Columbia Integrated Large Cap Value Fund | |||
BMO Funds, Inc. | BMO Low Volatility Equity Fund | Columbia Funds Series Trust II | Columbia Integrated Large Cap Value Fund |
Share Class Mapping | ||
Target Fund Share Class |
Acquiring Fund Share Class |
|
Class A | Class A | |
Class I | Class Advisor | |
Class R6 | Class Institutional 3 |
SCHEDULE 2.3
Excluded Liabilities
Notwithstanding any provision of the Agreement to the contrary, in connection with the consummation of each reorganization, the Acquiring Fund will not assume the following liabilities of the Target Fund:
|
Any liabilities, costs or charges relating to fee waiver and expense reimbursement arrangements between the Target Company, on behalf of the Target Fund, and BMO AM (including any recoupment by BMO AM or its affiliates of any fees or expenses of the Target Fund previously waived or reimbursed). |
|
Any liabilities or penalties resulting from the termination of contracts or other commitments of the Target Company or the Target Fund, including without limitation the contracts set forth on Schedule 8.6. |
SCHEDULE 8.6
[LIST OF TARGET FUND CONTRACTS]
Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of [], 2021 (the Agreement), is by and among the Target Company, as defined below, on behalf of each of its series that is a Target Fund, as defined below, the Acquiring Company, as defined below, on behalf of each of its series that is an Acquiring Fund, as defined below, and, for purposes of paragraphs 6.7, 10.2, 12.2 and 15 of this Agreement only, BMO Asset Management Corp. (BMO AM), the investment adviser of each Target Fund and Bank of Montreal (BMO Parent and, together with BMO AM, BMO), and for purposes of paragraphs 10.2, 12.2 and 15 of this Agreement only, Columbia Management Investment Advisers, LLC (Columbia Threadneedle), the investment adviser to each Acquiring Fund.
Each reorganization contemplated by this Agreement consists of the transfer of all assets attributable to each class of a Target Funds shares in exchange for Acquisition Shares, as defined below, of the corresponding class of shares of the corresponding Acquiring Fund, and the Acquiring Funds assumption of all Obligations, as defined below, of the Target Fund and the distribution of each class of Acquisition Shares received by the Target Fund to the Target Fund shareholders of the corresponding class (or corresponding classes) in liquidation of the Target Fund, all upon the terms and conditions set forth in this Agreement.
This Agreement is to be treated as if each reorganization between a Target Fund and its corresponding Acquiring Fund is the subject of a separate agreement. Each Target Fund and the Target Company acting on behalf of the Target Fund, and each Acquiring Fund and the Acquiring Company acting on behalf of the Acquiring Fund, is acting separately from all of the other parties and their series, and not jointly or jointly and severally with any other party.
This Agreement is adopted as a plan of reorganization and liquidation within the meaning of Section 361(a) and Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the Code), and any successor provision.
The parties therefore agree as follows:
1. |
DEFINITIONS. |
1933 Act means the Securities Act of 1933, as amended.
1934 Act means the Securities Exchange Act of 1934, as amended.
1940 Act means the Investment Company Act of 1940, as amended.
Acquiring Company means the entity listed in the column entitled Acquiring Company on Exhibit A.
Acquiring Fund means each series of the Acquiring Company listed in the column entitled Acquiring Fund on Exhibit A.
Acquiring Fund Prospectus means, collectively, the prospectus(es) and statement(s) of additional information of an Acquiring Fund, as amended or supplemented from time to time.
Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
BMO has the meaning set forth in the first recital above.
BMO AM has the meaning set forth in the first recital above.
BMO Parent has the meaning set forth in the first recital above.
Closing means the time at which the transaction contemplated by paragraph 2.1 is consummated.
Closing Date means the date on which the Closing occurs.
Code has the meaning set forth in the fourth recital above.
Columbia Threadneedle has the meaning set forth in the first recital above.
Excluded Liabilities means the liabilities set forth on Schedule 2.3.
Initial Share has the meaning set forth in paragraph 2.7.
Investments means a Target Funds portfolio securities and other assets that would be shown on its schedule of investments if such a schedule were prepared as of the close of business on the Valuation Date.
IRS means the United States Internal Revenue Service.
Liquidation Date means the date on which a Target Fund liquidates and distributes the Acquisition Shares to its shareholders of record pursuant to paragraph 2.4.
Obligations means (i) all liabilities and obligations of a Target Fund reflected on a Statement of Assets and Liabilities of the Target Fund prepared on behalf of the Target Fund as of the close of regular trading on the New York Stock Exchange on the Valuation Date in accordance with generally accepted accounting principles consistently applied from the prior audit period, and (ii) any obligation of a Target Fund to indemnify a director under the Target Companys Articles of Incorporation and By-Laws, so long as such director shall have taken commercially reasonable efforts to maximize recovery from the insurance coverage set forth in paragraph 6.7 hereof before seeking indemnification from the Acquiring Funds. Obligations shall not include any Excluded Liabilities or any other liabilities of the Target Funds, whether absolute, accrued, contingent or otherwise.
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Registration Statement has the meaning set forth in paragraph 6.3.
Reorganization Costs has the meaning set forth in paragraph 10.2.
RIC means a regulated investment company within the meaning of Section 851 of the Code.
SEC means the U.S. Securities and Exchange Commission.
Sole Shareholder has the meaning set forth in paragraph 2.7.
SPA means the Agreement for the Sale and Purchase of the Entire Issued Share Capital of the Target Companies, dated April 12, 2021, by and among Bank of Montreal, Blue Finco Limited and Ameriprise Financial, Inc., including without limitation Schedule 12 thereof.
Subchapter M means Subchapter M of the Code.
Target Company means the entity listed in the column entitled Target Company on Exhibit A.
Target Fund means each series of the Target Company listed in the column entitled Target Fund on Exhibit A.
Target Fund Prospectus means, collectively, the prospectus(es) or statement(s) of additional information of a Target Fund, as amended or supplemented from time to time.
Valuation Date means the business day immediately preceding the Closing Date.
2. |
TRANSFER OF ASSETS OF EACH TARGET FUND IN EXCHANGE FOR ASSUMPTION OF OBLIGATIONS AND ACQUISITION SHARES AND LIQUIDATION OF SUCH TARGET FUND. |
2.1 |
Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, |
(a) |
Each Target Fund will transfer and deliver to the corresponding Acquiring Fund all its assets, as set forth in paragraph 2.2; |
(b) |
Each Acquiring Fund will assume all Obligations of the corresponding Target Fund; and |
(c) |
Each Acquiring Fund will issue and deliver to the corresponding Target Fund in exchange for the net assets attributable to each class of its shares a number of Acquisition Shares of the corresponding class as set forth on Exhibit A (including fractional shares, if any) determined by dividing the value of such net assets, computed in the manner and as of the time and |
3
date set forth in paragraph 3.1, by the net asset value of one Acquisition Share of the corresponding class computed in the manner and as of the time and date set forth in paragraph 3.2. Such transactions shall take place at the Closing. The parties agree that the intent of this calculation is to ensure that the aggregate net asset value of the Acquisition Shares (as determined in accordance with paragraph 3.4) to be so credited to Target Fund shareholders shall be equal as of the close of regular trading on the New York Stock Exchange on the Valuation Date to the aggregate net asset value of the outstanding Target Fund shares (as determined in accordance with paragraph 3.4) owned by Target Fund shareholders as of the close of regular trading on the New York Stock Exchange on the Valuation Date. |
2.2 |
The assets of each Target Fund to be acquired by the corresponding Acquiring Fund shall consist of, without limitation, all cash, Investments, dividends and interest receivable, claims or rights of action, books and records, receivables for shares sold and all other tangible and intangible assets that are owned by the Target Fund as of the Closing, including any prepaid expenses shown as an asset on the books of the Target Fund as of the Closing. |
2.3 |
The Target Company will endeavor to discharge all of the known liabilities and obligations of each Target Fund prior to the Valuation Date and, prior to the Valuation Date, will have discharged the Excluded Liabilities. Without limiting the foregoing, each Target Fund will have paid or otherwise discharged all liabilities or obligations accrued or owing to third parties under each of the contracts set forth on Schedule 8.5. |
2.4 |
Immediately after the Closing, each Target Fund will liquidate and distribute pro rata to its shareholders of record of each class of its shares, determined at the time of distribution, the Acquisition Shares of the corresponding class received by the Target Fund pursuant to paragraph 2.1. Such liquidation and distribution will be accomplished by the transfer of the Acquisition Shares then credited to the account of each Target Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of such Target Funds shareholders and representing the respective pro rata number of Acquisition Shares of the corresponding class due to such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Acquisition Shares in connection with such exchange. Ownership of Acquisition Shares will be shown on the books of the Acquiring Funds transfer agent. |
2.5 |
With respect to Acquisition Shares distributable pursuant to paragraph 2.4 to a Target Fund shareholder holding a certificate or certificates for shares of the Target Fund, if any, at the time of such distribution, the Target Fund will not permit such shareholder to receive Acquisition Share certificates therefor, to exchange such Acquisition Shares for shares of other investment companies, to effect an account transfer of such Acquisition Shares or to pledge or redeem such Acquisition Shares until such Target Fund shareholder has surrendered all his, her or its outstanding certificates for Target Fund shares or, in the event of lost certificates, posted adequate bond. |
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2.6 |
Promptly after the Closing, the Target Company, on behalf of each Target Fund, shall make all filings and take all other steps as shall be necessary and proper to effect the complete dissolution of each Target Fund under applicable state law, including amending the Target Companys Articles of Incorporation to dissolve and terminate each Target Fund. After the Closing, no Target Fund shall conduct any business except in connection with its dissolution, including compliance with the requirements of paragraph 2.4. Any reporting responsibility of the Target Company, on behalf of each Target Fund, including the responsibility for filing regulatory reports, tax returns or other documents with the SEC, any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Company. |
2.7 |
Prior to the Closing, each Acquiring Fund will issue one share of beneficial interest (the Initial Share) to Columbia Threadneedle or one of its affiliates (the Sole Shareholder) in exchange for $1.00 for the sole purpose of allowing the Sole Shareholder to approve certain matters to facilitate the organization of the Acquiring Fund. Prior to the close of regular trading on the New York Stock Exchange on the Valuation Date, the Initial Share will be redeemed and cancelled by such Acquiring Fund in exchange for $1.00. |
3. |
VALUATION. |
3.1 |
The value of each Target Funds assets to be acquired by the corresponding Acquiring Fund hereunder, net of Obligations, shall be computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date and shall be certified by the Target Fund. |
3.2 |
For the purpose of paragraph 2.1, the net asset value of an Acquisition Share of each class of an Acquiring Fund shall be the net asset value per share of a share of the corresponding class of the corresponding Target Fund computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date. |
3.3 |
The full value of each share of a Target Fund will be exchanged for the corresponding Acquisition Shares without the imposition of any sales charge, redemption fee, commission or other transactional fee. |
3.4 |
All computations of value under articles 2 and 3 will be made by the Acquiring Funds accounting agent, using the valuation policies and procedures established by the Board of Trustees of the Acquiring Company for regular use in pricing the shares and assets of the Acquiring Funds and shall be subject to review by the Target Funds administrator and, if requested by either the Target Company or the Acquiring Company, by the independent registered public accountant of the requesting party. |
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4. |
CLOSING AND CLOSING DATE. |
4.1 |
The Closing Date shall be on such date or such later date as the officers of the Acquiring Company and the Target Company may mutually agree. The Closing shall be held at Columbia Threadneedles offices, 290 Congress Street, Boston, Massachusetts 02110 (or such other place or virtually as the officers of the Acquiring Company and the Target Company may mutually agree), on or before 8:59 a.m. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. |
4.2 |
As of the Closing, each Target Funds assets, including without limitation all the Target Funds cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the corresponding Acquiring Fund. All Investments so delivered shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments held in the U.S. Treasury Departments book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of [Custodian], custodian for [Acquiring Fund]. |
4.3 |
In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of each Target Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either the Target Company, on behalf of a Target Fund, or the Acquiring Company, on behalf of the corresponding Acquiring Fund, upon the giving of written notice to the other party. |
6
4.4 |
At the Closing or as soon as practicable thereafter, each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Funds shareholders and the number of outstanding shares of each class of the Target Fund owned by each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Funds account on the books of the Acquiring Fund. On the Liquidation Date, each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited to open accounts in the names of the Target Funds shareholders as provided in paragraph 2.4. |
4.5 |
At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of Obligations and liquidation contemplated by article 2. |
5. |
REPRESENTATIONS AND WARRANTIES. |
5.1 |
The Target Company, on behalf of each Target Fund, represents and warrants the following to the Acquiring Company, on behalf of each corresponding Acquiring Fund, as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following as of the Closing: |
(a) |
The Target Company is duly organized, validly existing and in good standing under the laws of its state of organization. |
(b) |
The Target Company is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect, and each Target Fund is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Target Company and the 1940 Act. |
(c) |
The Target Fund is not in violation in any material respect of any provisions of the Target Companys organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Target Fund is a party or by which the Target Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation. |
(d) |
The Target Fund has no contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) that if terminated may result in material liability to the Target Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing will be due from the Target Fund. |
7
(e) |
To the knowledge of the Target Fund, except as has been disclosed in writing to the corresponding Acquiring Fund, no litigation or administrative proceeding or formal or informal investigation of or before any court or governmental body is presently pending or threatened as to the Target Fund, any of its properties or assets, or any person whom the Target Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Target Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. |
(f) |
The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Target Fund, as of the last day of and for its most recently completed fiscal year, audited by the Target Funds independent registered public accounting firm (and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any subsequent semiannual period following the most recently completed fiscal year), copies of which have been filed with the SEC or furnished to the corresponding Acquiring Fund, fairly reflect the financial condition and results of operations of the Target Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied. In addition, the Target Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Target Funds most recently completed fiscal year. |
(g) |
Since the last day of the Target Funds most recently completed fiscal year, there has not been any material adverse change in the Target Funds financial condition, assets, Obligations or business (other than changes occurring in the ordinary course of business), or any incurrence by the Target Fund of indebtedness, except as disclosed in writing to the corresponding Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in Investments, changes in the market value of Investments or net redemptions shall be deemed to be in the ordinary course of business. |
(h) |
For each taxable year of its operations (including the taxable year that includes the Closing Date for that portion of such taxable year ending on the Closing Date), the Target Fund (i) has been, and for the portion of its taxable year ending on the Closing Date will be, treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code; (ii) has met, and for the portion of its taxable year ending on the |
8
Closing Date will meet, the requirements of Subchapter M for qualification as a RIC and has elected to be treated as such; (iii) has been, and in the case of the taxable year ending on the Closing Date will be, eligible to compute and has computed, or for the portion of its taxable year ending on the Closing Date will compute, its federal income tax under Section 852 of the Code; and (iv) has not been, and will not be, liable for any material income or excise tax under Section 852 or 4982 of the Code. The Target Fund has not taken any action, caused any action to be taken, failed to take or failed to cause any action to be taken which action or failure could cause the Target Fund to fail to qualify as a RIC eligible to compute its federal income tax under Section 852 of the Code. As of the time of the Closing, the Target Fund will have no current or accumulated earnings and profits accumulated in any taxable year to which the provisions of Part I of Subchapter M did not apply to it. |
(i) |
Except as otherwise disclosed to the Acquiring Fund, as of the Closing, (i) the Target Fund shall have duly and timely filed all federal, state, local and other tax returns and reports of the Target Fund (including, but not limited to, information returns) required by law to have been filed by such time (giving effect to permitted extensions), and all federal, state, local and other taxes (whether or not shown to be due on such returns and reports or on any assessments received) shall have been paid, or provisions shall have been made for the payment thereof; (ii) all such returns and reports are accurate and complete, and accurately state the amount of tax (if any) owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income or other information required to be reported by the Target Fund; (iii) all of the Target Funds tax liabilities will have been adequately reflected on its books; and (iv) the Target Fund will have had no known tax deficiency or liability asserted against it or question with respect thereto raised by the IRS or by any state or local tax authority, and, to the Target Funds knowledge, the Target Fund will not be under audit by the IRS or by any state or local tax authority for taxes in excess of those already paid. |
(j) |
All issued and outstanding shares of the Target Fund are, and at the Closing will be, validly issued, fully paid and nonassessable (except as set forth in the most recent Target Fund Prospectus) and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Target Fund are outstanding and none will be outstanding as of the Closing. |
(k) |
The Target Funds investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Target Fund Prospectus. |
9
(l) |
The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors of the Target Company, on behalf of the Target Fund, including a majority of the directors who are not interested persons (as that term is defined in the 1940 Act) of the Target Fund, based upon their determination that participation in the reorganization is in the best interests of the Target Fund, and this Agreement will constitute the valid and binding obligation of the Target Company, on behalf of the Target Fund, enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
(m) |
The Acquisition Shares to be issued to the Target Fund pursuant to paragraph 2.1 will not be acquired for the purpose of making any distribution thereof other than to the Target Funds shareholders as provided in paragraph 2.4. |
(n) |
The information provided by or on behalf of the Target Fund for use in the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 6.3 shall be accurate and complete in all material respects and shall comply with applicable federal securities and other laws and regulations. |
(o) |
No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Target Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or Blue Sky laws (which terms, as used herein, shall include the laws of the District of Columbia and of Puerto Rico) and the Hart-Scott-Rodino Act, which shall have been obtained on or prior to the Closing. |
(p) |
At the Closing, the Target Fund will have good and marketable title to its assets to be transferred to the corresponding Acquiring Fund pursuant to paragraph 2.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments and any other of its assets and Obligations to be transferred to the corresponding Acquiring Fund pursuant to this Agreement. At the Closing, subject only to the delivery of the Investments and any such other assets and Obligations and payment therefor as contemplated by this Agreement, the corresponding Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and Obligations subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the corresponding Acquiring Fund. |
10
(q) |
No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Target Fund or the corresponding Acquiring Fund, except as previously disclosed by the Target Fund to the corresponding Acquiring Fund. |
(r) |
The due diligence materials of the Target Funds made available to the Acquiring Funds, the Board of Trustees of the Acquiring Company, Columbia Threadneedle and their respective legal counsel and affiliates in response to the due diligence requests from the Acquiring Company, the Board of Trustees of the Acquiring Company, Columbia Threadneedle and their respective legal counsel and affiliates, are true and correct in all material respects and contain no material misstatements or omissions. |
(s) |
The current Target Fund Prospectus for each Target Fund conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations of the SEC thereunder, and does not and will not include any untrue statement of a material fact or omit to state any material fact relating to the Target Fund required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. |
5.2 |
The Acquiring Company, on behalf of each Acquiring Fund, represents and warrants the following to the Target Company, on behalf of each corresponding Target Fund, as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following as of the Closing: |
(a) |
The Acquiring Company is duly organized, validly existing and in good standing under the laws of its state of organization. |
(b) |
The Acquiring Company is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect, and each Acquiring Fund is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Acquiring Company and the 1940 Act. |
(c) |
The Acquiring Fund was newly formed solely for the purpose of effecting its reorganization. As of the time immediately prior to the Closing, the Acquiring Fund has carried on no business activities, other than as necessary to facilitate the organization of the Acquiring Fund as a new series of the Acquiring Company prior to its commencement of operations. Except with respect to the consideration received in exchange for the issuance of the Initial Share, the Acquiring Fund has not owned any assets and will not own any assets prior to the Closing. |
11
(d) |
The Registration Statement under the 1933 Act with respect to the Acquisition Shares will be in full force and effect and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquiring Fund, threatened by the SEC, and such Registration Statement will conform in all material respects to the applicable requirements of the 1933 Act, and the 1940 Act, and the rules and regulations of the SEC thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund Prospectus or in the Registration Statement of which it is a part. |
(e) |
The Acquiring Fund is not in violation in any material respect of any provisions of the Acquiring Companys organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation. |
(f) |
To the knowledge of the Acquiring Fund, except as has been disclosed in writing to the corresponding Target Fund, no litigation or administrative proceeding or formal or informal investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. |
(g) |
The Acquiring Fund (i) will be treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date; (ii) will meet the requirements of Subchapter M for qualification as a RIC and will elect to be treated as such for the taxable year that includes the Closing Date; and (iii) will be eligible to compute and will compute its federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date. The Acquiring Fund has not taken any action, caused any action to be taken, failed to take or failed to cause any action to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC eligible to compute its federal income tax under Section 852 of the Code. The Acquiring Fund has no earnings and profits accumulated in any taxable year for federal income tax purposes and will have no other tax attributes as of or prior to the Closing. |
12
(h) |
No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Acquiring Fund are outstanding and none will be outstanding as of the Closing. |
(i) |
The execution, delivery and performance of this Agreement have been duly authorized by the Board of Trustees of the Acquiring Company, on behalf of the Acquiring Fund, including a majority of the trustees who are not interested persons (as that term is defined in the 1940 Act) of the Acquiring Fund, based upon their determination that participation in the reorganization is in the best interests of the Acquiring Fund, and this Agreement will constitute the valid and binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
(j) |
The Acquisition Shares to be issued and delivered to the Target Fund pursuant to paragraph 2.1 will have been duly authorized and will, after taking into account the redemption and cancellation of the Initial Share, constitute all of the issued and outstanding shares of the Acquiring Fund as of the time immediately after the Closing. When so issued and delivered, such Acquisition Shares will be validly issued shares of the Acquiring Fund, and will be fully paid and nonassessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. |
(k) |
The information provided by or on behalf of the Acquiring Fund for use in the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 6.3 shall be accurate and complete in all material respects and shall comply with applicable federal securities and other laws and regulations. |
(l) |
No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or Blue Sky laws (which terms, as used herein, shall include the laws of the District of Columbia and of Puerto Rico) and the Hart-Scott-Rodino Act, which shall have been obtained on or prior to the Closing. |
13
(m) |
The due diligence materials of the Acquiring Funds made available to the Target Funds, the Board of Directors of the Target Company, BMO and their respective legal counsel and affiliates in response to the due diligence requests from the Target Company, the Board of Directors of the Target Company, BMO and their respective legal counsel and affiliates, are true and correct in all material respects and contain no material misstatements or omissions. |
(n) |
As of the time immediately prior to the Closing, there will be no issued or outstanding securities issued by the Acquiring Fund, other than the Initial Share issued to the Sole Shareholder for the purpose set forth in paragraph 2.7. The Initial Share will redeemed and cancelled prior to the close of regular trading on the New York Stock Exchange on the Valuation Date. |
6. |
COVENANTS. |
The Target Company, on behalf of each Target Fund, and the Acquiring Company, on behalf of each Acquiring Fund, hereby covenants and agrees with the other with respect to each reorganization as follows:
6.1 |
The Target Fund will operate its business in the ordinary course from the date hereof through the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities and other instruments, sales and redemptions of Target Fund shares and regular and customary periodic dividends and distributions. Prior to the Closing, the Acquiring Fund will not have any issued and outstanding securities or assets other than as contemplated by paragraph 2.7. Prior to the Closing, the Acquiring Fund will not have carried on any business activities, other than as necessary to facilitate the organization of the Acquiring Fund as a new series of the Acquiring Company prior to its commencement of operations. |
6.2 |
If shareholder approval of the transactions contemplated hereby is required under the 1940 Act, by applicable state law or the Target Companys Articles of Incorporation and/or Bylaws, the Target Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. |
6.3 |
In connection with the Target Fund shareholders meeting referred to in paragraph 6.2, the Acquiring Company will prepare a Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the Registration Statement), which the Acquiring Company will prepare and file for registration under the 1933 Act of the Acquisition Shares to be distributed to the Target Funds shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act. The Target Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Target Company and the Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Target Fund shares. |
14
6.4 |
The information to be furnished by or on behalf of the Target Fund for use in the Registration Statement or Prospectus/Proxy Statement, and the information to be furnished by the Acquiring Fund for use in the Registration Statement or Prospectus/Proxy Statement, each as referred to in paragraph 6.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. |
6.5 |
Subject to the provisions of this Agreement, the Target Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other partys obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. |
6.6 |
The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or Blue Sky laws and the Hart-Scott-Rodino Act as it may deem appropriate in order to continue its operations after the Closing. |
6.7 |
For the period beginning at the Closing Date and ending not less than six years thereafter, BMO, its successors and assigns, shall either (a) arrange for the provision of liability coverage under the Target Companys current policy, through the designation of the Target Funds as terminated funds under the current policy, to any former and/or current directors and officers of the Target Funds as of the date of this Agreement, covering the actions of such directors and officers of the Target Funds for the period(s) they served as such; or (b) obtain a pre-paid, non-cancelable run-off or tail insurance policy (e.g., errors and omissions/directors and officers) providing liability coverage to the Target Funds, to any former and/or current directors and officers of the Target Funds as of the date of this Agreement, covering the actions of such directors and officers of the Target Funds for the period(s) they served as such and at limit levels and otherwise on terms agreed upon by the parties. In the event of any claim or other matter involving any of the Target Funds or the directors of the Target Company that may give rise to a claim against the Acquiring Funds hereunder, the Target Company, the Target Funds and any director of the Target Fund asserting an obligation of a Target Fund to indemnify such director shall exercise commercially reasonable efforts to maximize recovery from the insurance coverage set forth in this paragraph 6.7 before asserting any claim against an Acquiring Fund pursuant to terms of this Agreement. |
15
7. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TARGET FUND. |
The obligations of each Target Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Acquiring Fund of all the obligations to be performed by it hereunder at or before the Closing and, in addition thereto, to the following further conditions:
7.1 |
The Acquiring Fund shall have delivered to the corresponding Target Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Target Fund and dated as of the Closing Date, to the effect that the representations and warranties of the corresponding Acquiring Fund made in this Agreement are true and correct at and as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing. |
7.2 |
The Target Fund shall have received a favorable opinion of counsel to the corresponding Acquiring Fund, dated as of the Closing Date and in a form satisfactory to the Target Fund, to the following effect: |
(a) |
The Acquiring Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquiring Company. |
(b) |
This Agreement has been duly authorized, executed and delivered by the Acquiring Company, on behalf of the Acquiring Fund, and, assuming the due authorization, execution and delivery of this Agreement by the other parties, is the valid and binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
(c) |
The Acquiring Fund has the power to assume the Obligations to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby, the Acquiring Fund will have duly assumed such Obligations. |
(d) |
The Acquisition Shares to be issued for transfer to the Target Funds shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and, assuming receipt by the Acquiring Fund of the consideration contemplated hereby, fully paid and nonassessable shares in the corresponding Acquiring Fund, and no shareholder of the corresponding Acquiring Fund has any preemptive right of subscription or purchase in respect thereof. |
16
(e) |
The execution and delivery of this Agreement did not, and the performance by the corresponding Acquiring Fund of its obligations hereunder will not, violate the Acquiring Companys organizational documents. |
8. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND. |
The obligations of each Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Target Fund of all the obligations to be performed by it hereunder at or before the Closing and, in addition thereto, to the following further conditions:
8.1 |
The Target Fund shall have delivered to the corresponding Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the corresponding Target Fund made in this Agreement are true and correct at and as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and that the Target Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing. |
8.2 |
The Acquiring Fund shall have received a favorable opinion of counsel to the corresponding Target Fund dated as of the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: |
(a) |
The Target Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Target Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Target Company. |
(b) |
This Agreement has been duly authorized, executed and delivered by the Target Company on behalf of the Target Fund, and, assuming the due authorization, execution and delivery of this Agreement by the other parties, is the valid and binding obligation of the Target Company, on behalf of the Target Fund enforceable against the Target Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and other equitable principles. |
17
(c) |
The Target Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Target Fund will have duly transferred such assets to the Acquiring Fund. |
(d) |
The execution and delivery of this Agreement did not, and the performance by the corresponding Target Fund of its obligations hereunder will not, violate the Target Companys organizational documents. |
8.3 |
The corresponding Target Fund shall have furnished to the Acquiring Fund a certificate signed by an authorized officer of the Target Fund as to the adjusted tax basis in the hands of the corresponding Target Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Target Fund, including but not limited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing. |
8.4 |
The corresponding Target Fund shall have made available to the Acquiring Fund such accounts, books and records required to be maintained by the Target Fund pursuant to Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder that are reasonably requested in writing by the Acquiring Fund in connection with the reorganization. |
8.5 |
The Target Fund shall have delivered to the corresponding Acquiring Fund written evidence of termination of the contracts specifically pertaining to the Target Fund set forth in Schedule 8.5. |
8.6 |
The Target Fund shall have delivered to the corresponding Acquiring Fund a certification signed by an officer of the Target Fund reporting, as of the Closing Date, the percentage of the outstanding voting securities of each Acquiring Fund (including shares of the Target Fund exchanged for shares of the Acquiring Fund in the reorganization), immediately following the Closing, in the aggregate, directly or indirectly owned, controlled or held with power to vote by BMO Parent and any person controlling, controlled by or under common control with BMO Parent and such percentage shall be less than 19%. |
9. |
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TARGET FUND AND THE CORRESPONDING ACQUIRING FUND. |
The respective obligations of each Target Fund and the corresponding Acquiring Fund hereunder are subject to the further conditions that on or before the Closing:
9.1 |
This Agreement and the transactions contemplated herein, including without limitation an amendment to the Target Companys Articles of Incorporation to dissolve and terminate such Target Fund in connection with its reorganization as set forth in paragraph 2.6, shall have received all necessary shareholder approvals at the meeting of shareholders of each Target Fund referred to in paragraph 6.2, if any. |
18
9.2 |
On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby. |
9.3 |
All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the SEC and of state Blue Sky and securities authorities) deemed necessary by the Target Fund or the corresponding Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except when failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Target Fund or the corresponding Acquiring Fund. |
9.4 |
The Registration Statement, if any, shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. |
9.5 |
The Target Fund and the corresponding Acquiring Fund shall have received an opinion of Vedder Price P.C. satisfactory to each of them (which opinion will be subject to certain customary qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions for U.S. federal income tax purposes: |
(a) |
The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund, immediately followed by the pro rata, by class, distribution of all the Acquisition Shares so received by the Target Fund to the Target Funds shareholders of record in complete liquidation of the Target Fund and the termination and dissolution of the Target Fund promptly thereafter, will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a party to a reorganization, within the meaning of Section 368(b) of the Code, with respect to the reorganization. |
(b) |
No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund. |
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(c) |
No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund or upon the distribution (whether actual or constructive) of the Acquisition Shares so received to the Target Funds shareholders solely in exchange for such shareholders shares of the Target Fund in complete liquidation of the Target Fund. |
(d) |
No gain or loss will be recognized by the Target Funds shareholders upon the exchange, pursuant to this Agreement, of all their shares of the Target Fund solely for Acquisition Shares. |
(e) |
The aggregate basis of the Acquisition Shares received by each Target Fund shareholder pursuant to this Agreement will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. |
(f) |
The holding period of the Acquisition Shares received by each Target Fund shareholder in the reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the effective time of the reorganization. |
(g) |
The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the reorganization. |
(h) |
The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. |
(i) |
The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder. |
No opinion will be expressed as to (1) the effect of the reorganization on the Acquiring Fund, the Target Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any gain or loss is required to be recognized for federal income tax purposes (a) at the end of a taxable year or upon the termination thereof or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
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Such opinion will be based on customary assumptions and limitations and such representations, without independent verification, as Vedder Price P.C. may reasonably request of the Target Fund and the Acquiring Fund, as well as the representations and warranties made in this Agreement, which Vedder Price P.C. may treat as representations and warranties made to it. The Acquiring Company, on behalf of the Acquiring Fund, and the Target Company, on behalf of the Target Fund, will cooperate to make and certify the accuracy of such representations.
Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this paragraph 9.5.
9.6 |
The Target Company and the Acquiring Company shall have received written evidence that the obligations of BMO, or its successors and assigns, pursuant to paragraph 6.7 have been satisfied. |
9.7 |
At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the Board of Directors of the Target Company and the Board of Trustees of the Acquiring Company, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Target Fund or the corresponding Acquiring Fund. |
10. |
BROKERAGE; REORGANIZATION COSTS. |
10.1 |
Each Target Fund and corresponding Acquiring Fund represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. |
10.2 |
As provided in the SPA, Columbia Threadneedle and BMO or their affiliates shall pay the costs and expenses relating to and incurred in connection with the reorganization transactions contemplated by this Agreement (Reorganization Costs), whether or not such reorganization transactions are consummated. Reorganization Costs include, but are not limited to, the actual, out of pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with (i) preparing and filing the Registration Statement and any amendments, (ii) clearing SEC comments on the Registration Statement, (iii) printing and mailing or otherwise transmitting the Prospectus/Proxy Statement to the shareholders of the Target Fund, (iv) retaining a proxy solicitor and tabulator, including any costs associated with obtaining beneficial ownership information, (v) any other solicitation activities conducted by BMO AM or Columbia Threadneedle designed to obtain shareholder approval of this Agreement, (vi) holding shareholders meetings and special meetings of the Board of Directors of the Target Company, and (vii) any filings with the SEC or other governmental agencies necessary to satisfy the closing conditions under this Agreement. BMO |
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AM, or its successors and assigns, or its affiliates, shall also pay all fees and expenses incurred in connection with the obtainment of continued liability coverage or tail insurance coverage as discussed in paragraph 6.8. Reorganization Costs do not include transaction costs associated with portfolio repositioning and sales of portfolio securities, which will be borne by the Target Fund incurring such transaction costs except that BMO AM has agreed to pay direct out-of-pocket brokerage commissions and transaction fees. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in an Acquiring Funds or a Target Funds failure to qualify as a RIC or would prevent the reorganization from qualifying as a reorganization within the meaning of Section 368(a) of the Code. |
11. |
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. |
11.1 |
Each Target Fund and corresponding Acquiring Fund agrees that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. |
11.2 |
The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except (a) paragraphs 2.4, 2.5, 2.6, 4.4, 6.7 and 12.2; (b) articles 10, 11, 14, 15 and 16; and (c) any representations made in connection with the tax opinion referred to in paragraph 9.5. |
12. |
TERMINATION. |
12.1 |
This Agreement may be terminated by the mutual agreement of the Target Company, on behalf of a Target Fund, and the Acquiring Company, on behalf of the corresponding Acquiring Fund. In addition, either the Target Company or the Acquiring Company may at its option terminate this Agreement at or prior to the Closing because: |
(a) |
of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing; |
(b) |
a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; |
(c) |
the Board of Trustees of the Acquiring Company or the Board of Directors of the Target Company determines that the transaction is no longer in the best interests of the Acquiring Fund or the Target Fund, respectively; or |
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(d) |
any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this paragraph 12.1(d) shall have used its reasonable best efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied. |
If any reorganization contemplated by this Agreement has not been completed by February 28, 2022, this Agreement shall automatically terminate on that date with respect to that reorganization, unless a later date is agreed to by both the Target Company and the Acquiring Company.
12.2 |
If for any reason any transaction contemplated by this Agreement is not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages, except that Columbia Threadneedle and BMO (or their affiliates) will bear all Reorganization Costs associated with such transaction as separately agreed to in the SPA. |
13. |
AMENDMENTS. |
This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Target Company and the Acquiring Company; provided, however, that no amendment that under applicable law requires approval by shareholders of a Target Fund or an Acquiring Fund, as applicable, shall be effective without such approval having been obtained.
14. |
NOTICES. |
Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Target Fund at 790 North Water Street, Suite 1100, Milwaukee, WI 53202, Attention: Secretary, or to the corresponding Acquiring Fund at 290 Congress Street, Boston, Massachusetts 02110, Attention: Secretary.
15. |
CONFIDENTIALITY |
Each party will hold, and will cause its board members, officers, employees, representatives, agents and affiliated persons to hold, in strict confidence, and not disclose to any other person, and not use in any way, except in connection with the transactions herein contemplated, without the prior written consent of the disclosing party, all confidential information obtained from the disclosing party in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to governmental or regulatory bodies, and, where necessary, to any other person in
23
connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable law; (iii) if it is publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a nonconfidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.
In the event of a termination of this Agreement, each party agrees that it, along with its board members, employees, representative agents and affiliated persons, shall, and shall cause their affiliates to, except with the prior written consent of the disclosing party, keep secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to any other persons, any and all confidential or proprietary information relating to the disclosing party and their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is publicly available through no act or failure to act of such party; (iii) if it was already known to such party on a nonconfidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.
16. |
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE. |
16.1 |
The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The use of the terms including or include in this Agreement shall in all cases herein mean including, without limitation or include, without limitation, respectively. |
16.2 |
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. |
16.3 |
This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the Commonwealth Massachusetts, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction. |
16.4 |
This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. |
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16.5 |
Notice is hereby given that no director, trustee, officer, agent or employee of the Acquiring Company or the Target Company shall have any personal liability under this Agreement, and that insofar as it relates to any Acquiring Fund or Target Fund, this Agreement is binding only upon the assets and properties of such Acquiring Fund or Target Fund, respectively. |
16.6 |
The failure of any Target Fund or Acquiring Fund to consummate its reorganization shall not affect the consummation or validity of the reorganization with respect to any other Target Fund or Acquiring Fund, and the provisions of this Agreement shall be construed to effect this intent. |
THE REST OF THIS PAGE IS INTENTIONALLY BLANK.
25
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as set forth below.
26
27
EXHIBIT A REORGANIZATIONS
Target Company |
Target Fund |
Acquiring Company |
Acquiring Fund |
|||
BMO Funds, Inc. | BMO Large Cap Growth Fund | Columbia Funds Series Trust II | Columbia Integrated Large Cap Growth Fund | |||
BMO Funds, Inc. | BMO Small-Cap Growth Fund | Columbia Funds Series Trust II | Columbia Integrated Small Cap Growth Fund | |||
BMO Funds, Inc. | BMO Pyrford International Stock Fund | Columbia Funds Series Trust II | Columbia Pyrford International Stock Fund | |||
BMO Funds, Inc. | BMO Ultra Short Tax-Free Fund | Columbia Funds Series Trust II | Columbia Ultra Short Municipal Bond Fund |
Share Class Mapping |
||
Target Fund Share Class |
Acquiring Fund Share Class |
|
Class A | Class A | |
Class I | Class Advisor | |
Class R6 | Class Institutional 3 | |
Class Y | Class A |
SCHEDULE 2.3
Excluded Liabilities
Notwithstanding any provision of the Agreement to the contrary, in connection with the consummation of each reorganization, the Acquiring Fund will not assume the following liabilities of the Target Fund:
|
Any liabilities, costs or charges relating to fee waiver and expense reimbursement arrangements between the Target Company, on behalf of the Target Fund, and BMO AM (including any recoupment by BMO AM or its affiliates of any fees or expenses of the Target Fund previously waived or reimbursed). |
|
Any liabilities or penalties resulting from the termination of contracts or other commitments of the Target Company or the Target Fund, including without limitation the contracts set forth on Schedule 8.5. |
SCHEDULE 8.5
[LIST OF TARGET FUND CONTRACTS]
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated October 27, 2020, with respect to the financial statements and financial highlights of BMO Dividend Income Fund, BMO Large-Cap Value Fund, BMO Low Volatility Equity Fund, BMO Large-Cap Growth Fund, BMO Small-Cap Growth Fund, BMO Pyrford International Stock Fund, and BMO Ultra Short Tax-Free Fund, each a series of BMO Funds, Inc., as of August 31, 2020, incorporated herein by reference in this Registration Statement on Form N-14 (the Registration Statement), and to the reference to our firm under the heading Comparison of Acquiring Fund and Target Fund Service Providers in the Combined Proxy Statement/Prospectus and under the headings Financial Highlights in the Prospectus and Information About The Funds Service Providers Independent Registered Public Accounting Firm in the Statement of Additional Information in the Registration Statement on Form N-1A (File No. 811-58433), incorporated herein by reference into this Registration Statement.
/s/ KPMG LLP
Columbus, Ohio
August 18, 2021
POWER OF ATTORNEY
Each of the undersigned constitutes and appoints Michael G. Clarke, Daniel J. Beckman, Michael E. DeFao, Ryan C. Larrenaga, Joseph DAlessandro, Megan E. Garcy, Brian D. McCabe, George M. Silfen and Bruce Rosenblum, each individually, as his or her true and lawful attorney-in-fact and agent (each an Attorney-in-Fact), with full power to each of them to sign for me and in my name, in my capacity as a trustee of Columbia Funds Series Trust II, the following registration statements on Form N-14 and any and all amendments thereto filed with the Securities and Exchange Commission in connection with the acquisition of the assets and the assumption of the liabilities by the indicated series of Columbia Funds Series Trust II of the series of BMO Funds, Inc. indicated below:
Target Fund | Acquiring Fund | |
BMO Dividend Income Fund |
Columbia Integrated Large Cap Value Fund | |
BMO Large-Cap Value Fund |
Columbia Integrated Large Cap Value Fund | |
BMO Low Volatility Equity Fund |
Columbia Integrated Large Cap Value Fund | |
BMO Large-Cap Growth Fund |
Columbia Integrated Large Cap Growth Fund | |
BMO Small-Cap Growth Fund |
Columbia Integrated Small Cap Growth Fund | |
BMO Pyrford International Stock Fund |
Columbia Pyrford International Stock Fund | |
BMO Ultra Short Tax-Free Fund |
Columbia Ultra Short Municipal Bond Fund |
This Power of Attorney authorizes the above individuals to sign the undersigneds name and will remain in full force and effect until specifically rescinded by the undersigned.
The undersigned specifically permits this Power of Attorney to be filed, as an exhibit to any such registration statement on Form N-14 or any amendment thereto, with the Securities and Exchange Commission.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Dated the 13th day of August, 2021. | ||
/s/ George S. Batejan |
Trustee |
|
George S. Batejan | ||
/s/ Kathleen A. Blatz |
Trustee | |
Kathleen A. Blatz | ||
/s/ Pamela G. Carlton |
Trustee | |
Pamela G. Carlton | ||
/s/ Janet Langford Carrig |
Trustee | |
Janet Langford Carrig | ||
/s/ J. Kevin Connaughton |
Trustee | |
J. Kevin Connaughton | ||
/s/ Olive M. Darragh |
Trustee | |
Olive M. Darragh | ||
/s/ Patricia M. Flynn |
Trustee | |
Patricia M. Flynn | ||
/s/ Brian J. Gallagher |
Trustee | |
Brian J. Gallagher | ||
/s/ Douglas A. Hacker |
Trustee | |
Douglas A. Hacker | ||
/s/ Nancy T. Lukitsh |
Trustee | |
Nancy T. Lukitsh | ||
/s/ David M. Moffett |
Trustee | |
David M. Moffett | ||
/s/ Catherine James Paglia |
Trustee | |
Catherine James Paglia | ||
/s/ Christopher O. Petersen |
Trustee | |
Christopher O. Petersen | ||
/s/ Anthony M. Santomero |
Trustee | |
Anthony M. Santomero | ||
/s/ Minor M. Shaw |
Trustee | |
Minor M. Shaw | ||
/s/ Natalie A. Trunow |
Trustee | |
Natalie A. Trunow | ||
/s/ Sandra Yeager |
Trustee | |
Sandra Yeager |