[Federal Register Volume 84, Number 107 (Tuesday, June 4, 2019)]
[Notices]
[Pages 25862-25863]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-11584]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33495; 812-14791]


Columbia Funds Series Trust, et al.

May 30, 2019.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers. The requested order would supersede a prior order.\1\
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    \1\ AXP Market Advantage Series, Inc., et al., Investment 
Company Act Release Nos. 25619 (June 19, 2002) (notice) and 25664 
(July 16, 2002) (order).
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    Applicants: Columbia Funds Series Trust, Columbia Funds Series 
Trust I, Columbia Funds Series Trust II, Columbia Funds Variable 
Insurance Trust, Columbia Funds Variable Series Trust II, Columbia ETF 
Trust, Columbia ETF Trust I, and Columbia ETF Trust II (each, a 
``Trust'' and collectively, the ``Trusts''), each a Delaware statutory 
trust or a Massachusetts business trust registered under the Act as an 
open-end management investment company with multiple series (each a 
``Series''), and Columbia Management Investment Advisers, LLC (the 
``Adviser''), a Minnesota limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940.
    Filing Dates: The application was filed on June 28, 2017 and 
amended on December 11, 2017, September 28, 2018, March 7, 2019, and 
May 17, 2019.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on June 25, 2019, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: Ryan C. Larrenaga, 
Esq., Columbia Management Investment Advisers, LLC, 225 Franklin 
Street, Boston, MA 02110.

FOR FURTHER INFORMATION CONTACT:  Laura J. Riegel, Senior Counsel, at 
(202) 551-3038, or Trace W. Rakestraw, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:  The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Summary of the Application

    1. The Adviser serves as the investment adviser to each Series, 
pursuant to an investment management agreement with the applicable 
Trust (``Investment Management Agreement'').\2\ Under the terms of the 
Investment Management Agreement, the Adviser, subject to the 
supervision of the board of trustees of the applicable Trust 
(``Board''), provides continuous investment management of the assets of

[[Page 25863]]

each Subadvised Series. Consistent with the terms of the Investment 
Management Agreement, the Adviser may, subject to the approval of the 
Board, delegate portfolio management responsibilities of all or a 
portion of the assets of a Subadvised Series to one or more Sub-
Advisers.\3\ The Adviser will continue to have overall responsibility 
for the management and investment of the assets of each Subadvised 
Series. The Adviser will evaluate, select, and recommend Sub-Advisers 
to manage the assets of a Subadvised Series and will oversee, monitor 
and review the Sub-Advisers and their performance and recommend the 
removal or replacement of Sub-Advisers.
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    \2\ Applicants request relief with respect to the named 
Applicants, as well as to any future Series, and any other existing 
or future registered open-end management investment company or 
series thereof that, in each case, (i) is advised by the Adviser or 
any entity controlling, controlled by, or under common control with, 
the Adviser or its successors (each, also an ``Adviser''), (ii) uses 
the multi-manager structure described in the application, and (iii) 
complies with the terms and conditions set forth in the application 
(each, a ``Subadvised Series''). For purposes of the requested 
order, ``successor'' is limited to an entity that results from a 
reorganization into another jurisdiction or a change in the type of 
business organization. Future Subadvised Series may be operated as a 
master-feeder structure pursuant to section 12(d)(1)(E) of the Act. 
In such a structure, certain series of the applicable Trust (each, a 
``Feeder Fund'') may invest substantially all of their assets in a 
Subadvised Series (a ``Master Fund'') pursuant to section 
12(d)(1)(E) of the Act. No Feeder Fund will engage any sub-advisers 
other than through approving the engagement of one or more of the 
Master Fund's sub-advisers.
    \3\ As used herein, a ``Sub-Adviser'' for a Subadvised Series is 
(1) an indirect or direct ``wholly owned subsidiary'' (as such term 
is defined in the Act) of the Adviser for that Subadvised Series, or 
(2) a sister company of the Adviser for that Subadvised Series that 
is an indirect or direct ``wholly-owned subsidiary'' of the same 
company that, indirectly or directly, wholly owns the Adviser (each 
of (1) and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the 
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person'' 
(as such term is defined in section 2(a)(3) of the Act) of the 
Subadvised Series, any Feeder Fund invested in a Master Fund, any 
Trust, or the Adviser, except to the extent that an affiliation 
arises solely because the Sub-Adviser serves as a sub-adviser to a 
Subadvised Series (``Non-Affiliated Sub-Advisers'').
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    2. Applicants request an order to permit the Adviser, subject to 
the approval of the Board, to enter into investment sub-advisory 
agreements with the Sub-Advisers (each, a ``Sub-Advisory Agreement'') 
and materially amend such Sub-Advisory Agreements without obtaining the 
shareholder approval required under section 15(a) of the Act and rule 
18f-2 under the Act.\4\ Applicants also seek an exemption from the 
Disclosure Requirements to permit a Subadvised Series to disclose (as 
both a dollar amount and a percentage of the Subadvised Series' net 
assets): (a) The aggregate fees paid to the Adviser and any Wholly-
Owned Sub-Adviser; (b) the aggregate fees paid to Non-Affiliated Sub-
Advisers; and (c) the fee paid to each Affiliated Sub-Adviser 
(collectively, Aggregate Fee Disclosure'').\5\
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    \4\ The requested relief will not extend to any sub-adviser, 
other than a Wholly-Owned Sub-Adviser, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Series, 
of any Feeder Fund, or of the Adviser, other than by reason of 
serving as a sub-adviser to one or more of the Subadvised Series 
(``Affiliated Sub-Adviser'').
    \5\ For any Subadvised Series that is a Master Fund, the relief 
would also permit any Feeder Fund invested in that Master Fund to 
disclose Aggregate Fee Disclosure.
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisers is substantially equivalent to that 
of individual portfolio managers, so that requiring shareholder 
approval of Sub-Advisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Series. Applicants believe that the 
requested relief from the Disclosure Requirements meets this standard 
because it will improve the Adviser's ability to negotiate fees paid to 
the Sub-Advisers that are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-11584 Filed 6-3-19; 8:45 am]
 BILLING CODE 8011-01-P


