As filed with the Securities and Exchange Commission on August 27, 2020.
Securities Act File No. 333-236644
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ||
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 1 | ☒ |
COLUMBIA FUNDS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
225 Franklin Street,
Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 345-6611
Christopher O. Petersen, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 | Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 |
(Name and Address of Agents for Service)
With a copy to:
Deborah Bielicke Eades
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
The Combined Information Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, in Pre-Effective Amendment No. 1 to Registrant’s Form N-14/A (File No. 333-236644) that was declared effective with the Commission under the Securities Act of 1933, as amended, on April 16, 2020 (Accession Number 0001193125-20-105470) constitute Part A and Part B of this Post-Effective Amendment No. 1 and are incorporated herein by reference.
This Post-Effective Amendment relates solely to Class A, Class Adv, Class C, Class Inst, Class Inst2, Class Inst3 and Class R shares of the Columbia Select Mid Cap Value Fund, a series of the Registrant. This amendment is being filed for the sole purpose of adding to Part C of the Registration Statement the executed tax opinion of Vedder Price P.C. supporting the tax matters discussed in the Combined Information Statement/Prospectus.
COLUMBIA FUNDS SERIES TRUST
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 15. | Indemnification |
Article VII of the Registrant’s Declaration of Trust, as amended, provides that the Registrant shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, by reason of the fact that he or she is or was a trustee, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines, settlements and other amounts incurred in connection with such proceeding, under specified circumstances, all as more fully set forth in the Declaration of Trust, which is filed as an exhibit to this registration statement.
Section 17(h) of the Investment Company Act of 1940 (“1940 Act”) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
In accordance with Section 17(h) of the 1940 Act, no trustee or officer has a right to indemnification under the Declaration of Trust for any liability by reason of willful misfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement.
The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
Item 16. | Exhibits |
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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.
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SIGNATURES
As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Minneapolis and State of Minnesota, on the 27th day of August, 2020.
COLUMBIA FUNDS SERIES TRUST | ||
By: | /S/ Christopher O. Petersen | |
Name: | Christopher O. Petersen | |
Title: | President |
As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities indicated on the 27th day of August, 2020.
Signature | Capacity | Signature | Capacity | |||
/s/ Christopher O. Petersen Christopher O. Petersen | President (Principal Executive Officer) | /s/ Brian J. Gallagher* Brian J. Gallagher | Trustee | |||
/s/ Michael G. Clarke Michael G. Clarke | Chief Financial Officer (Principal Financial Officer) and Senior Vice President | /s/ Anthony M. Santomero* Anthony M. Santomero | Trustee | |||
/s/ Joseph Beranek Joseph Beranek | Treasurer and Chief Accounting Officer (Principal Accounting Officer) | /s/ Minor M. Shaw* Minor M. Shaw | Trustee | |||
/s/ Catherine James Paglia* Catherine James Paglia | Chair of the Board | /s/ William F. Truscott* William F. Truscott | Trustee | |||
/s/ George S. Batejan* George S. Batejan | Trustee | /s/ Sandra Yeager* Sandra Yeager | Trustee | |||
/s/ Kathleen A. Blatz* Kathleen A. Blatz | Trustee | |||||
/s/ Pamela G. Carlton* Pamela G. Carlton | Trustee | |||||
/s/ Patricia M. Flynn* Patricia M. Flynn | Trustee |
* | By: | /s/ Christopher O. Petersen | ||
Name: | Christopher O. Petersen** Attorney-in-fact |
** | Executed by Christopher O. Petersen on behalf of each of the Trustees pursuant to a Power of Attorney incorporated by reference to the Registration Statement of the Registrant on Form N-14, filed with the Commission on February 26, 2020. |
EXHIBIT INDEX
Exhibit No. | Description | |
(12) | Opinion and consent of Vedder Price P.C. supporting the tax matters discussed in the Combined Information Statement/Prospectus. |