As filed with the Securities and Exchange Commission on August 27, 2020.
Securities Act File No. 333-236633
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. 2 | ☒ |
COLUMBIA FUNDS SERIES TRUST II
(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 Proxy Statement/Prospectus and Statement of Additional Information as filed by the Registrant pursuant to Rule 485(b) (File No.: 333-236633) with the Commission on April 10, 2020 (0001193125-20-102796) constitute Part A and Part B of this Post-Effective Amendment No. 2 and are incorporated herein by reference.
This Post-Effective Amendment relates solely to Class A, Advisor Class, Class C, Institutional Class, Institutional 2 Class, Institutional 3 Class and Class R shares of the Columbia Global Equity 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 opinions of Vedder Price P.C. supporting the tax matters discussed in the Combined Proxy Statement/Prospectus.
COLUMBIA FUNDS SERIES TRUST II
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 15. | Indemnification |
Article VII of the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 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 (the 1933 Act) may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the 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. |
SIGNATURES
As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 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 II | ||
By: | /S/ Christopher O. Petersen | |
Name: Title: | Christopher O. Petersen President |
As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 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 No. 333-236633 of the Registrant on Form N-14, filed with the Commission on February 25, 2020. |
Exhibit Index