UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of theOF THE
Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨☐
Check the appropriate box:
Preliminary Proxy | ||
Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)). | ||
Definitive Proxy | ||
Definitive Additional | ||
Soliciting Material |
Columbia Funds Variable Insurance Trust
(Name of Registrant as Specified In Itsin its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required. | ||||
Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | ||||
1) | Title of each class of securities to which transaction applies:
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2) | Aggregate number of securities to which transaction applies:
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3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4) | Proposed maximum aggregate value of transaction:
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5) | Total fee paid:
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Fee paid previously with preliminary materials. | ||||
Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the | ||||
1) | Amount Previously Paid:
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2) | Form, Schedule or Registration Statement
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3) | Filing Party:
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4) | Date Filed:
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COLUMBIA FUNDS VARIABLE INSURANCE TRUST
Columbia Funds Variable Insurance TrustPortfolio – Asset Allocation Fund
Columbia Variable Portfolio – Contrarian Core Fund
Columbia Variable Portfolio – Diversified Absolute Return Fund
Columbia Variable Portfolio – Long Government/Credit Bond Fund
Columbia Variable Portfolio – Small Cap Value Fund
Columbia Variable Portfolio – Small Company Growth Fund
Columbia Variable Portfolio – Strategic Income Fund
CTIVP® – AQR Managed Futures Strategy Fund
CTIVP® – Lazard International Equity Advantage Fund
Variable Portfolio – Managed Risk Fund
Variable Portfolio – Managed Risk U.S. Fund
Variable Portfolio – Managed Volatility Conservative Fund
Variable Portfolio – Managed Volatility Conservative Growth Fund
Variable Portfolio – Managed Volatility Growth Fund
Variable Portfolio – U.S. Flexible Conservative Growth Fund
Variable Portfolio – U.S. Flexible Growth Fund
Variable Portfolio – U.S. Flexible Moderate Growth Fund
COLUMBIA FUNDS VARIABLE SERIES TRUST II
Columbia Variable Portfolio – U.S. Equities Fund
Variable Portfolio – Columbia Wanger International Equities Fund
(each a “Fund” and collectively the “Funds”)
225 Franklin Street, Boston, Massachusetts 02110
Variable Portfolio — Goldman Sachs Commodity Strategy Fund
(the “Fund”)
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALPROPOSALS
This is a brief overview of the mattermatter(s) on which you are being asked to vote.
The accompanying Joint Proxy Statement contains more detailed information about the proposal,proposals, and we encourage you to read it in its entirety before voting. Your vote is important.
Q. | Why are you sending me this information? |
A. | On April |
Trust (each, a “Trust,” and together, the “Trusts”) | Fund (each, a “Liquidating Fund,” and together, the “Liquidating Funds”) | |||
Columbia Funds Variable Insurance Trust | Columbia Variable Portfolio – Asset Allocation Fund | |||
Columbia Variable Portfolio – Diversified Absolute Return Fund | ||||
CTIVP® – AQR Managed Futures Strategy Fund | ||||
Columbia Funds Variable Series Trust II | Columbia Variable Portfolio – U.S. Equities Fund | |||
Variable Portfolio – Columbia Wanger International Equities Fund |
You are receiving the Joint Proxy Statement and one or more proxy cards (the “Proxy Cards”) or voting instruction cards (the “Voting Instruction Cards”) because you own shares of one or more of the Funds and have the right to vote on these important proposal(s) concerning your investment.
The Fund isFunds are each owned of record bysub-accounts of insurance companies (the “Participating Insurance Companies”), including RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York (the “RiverSource Insurance Companies”), established to fund benefits under variable annuity contracts and/or variable life insurance policies (each a “Contract”) issued by the Participating Insurance Companies, qualified pension or retirement plans, and other permissible investors under relevant U.S. federal income tax rules.Companies. Persons holding Contracts are referred to herein as “Contract Owners” and Contract Owners holding Contracts issued by a RiverSource Insurance Company are referred to herein as “RiverSource Contract Owners.” If you are a Contract Owner with Contract values allocated to thea Fund, you are being asked to provide voting instructions to the Participating Insurance CompanyCompanies that issued your Contract regarding a proposal involving the Fund. For simplicity, references to Fund shareholders include, as applicable, Contract Owners.
Q. | What |
A. | The Board of Trustees (each, a “Board,” and together, the “Boards”) of each Trust has approved the liquidation of each Liquidating Fund. Shareholders of |
Q. | Why is a shareholder vote being |
A. | Absent the receipt of instructions |
Securities and Exchange Commission (the “SEC”), the |
Q. | Why |
A. | Each Board |
Q. | What will happen to my shares after |
A. | If shareholders approve the |
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Q. | Do I have to reinvest my liquidation proceeds in the |
A. | No. Contract Owners may reallocate their Contract values from |
Q. | How can I get more information about the |
A. | The |
Q. | Why are trustees being elected for Columbia Funds Variable Insurance Trust? |
A. | Trustees are being elected in order to comply with Section 16(a) of the 1940 Act, which requires that a specified percentage of trustees be elected by shareholders. The Board is seeking to elect additional trustees as a result of retirements. The Board of the Trust has nominated all independent trustees currently composing the Board and three new trustees who currently serve as consultants to the independent trustees. The Board has also nominated an interested trustee to replace the current interested trustee who will step down from the Board upon the election and seating of the nominated interested trustee. |
Q. | How do the Boards recommend that I vote? |
A. | Each Board unanimously recommends that you vote (or instruct your Participating Insurance Company to vote) FOR the |
Q. | Will my Fund pay for this proxy solicitation? |
A. | The CFVIT Funds will bear the proxy solicitation costs related to the proposal to elect trustees. Columbia |
Q. | What if I hold a Fund through a Participating Insurance Company other than a RiverSource Insurance Company? |
A. | Shares of Columbia Variable Portfolio – Asset Allocation Fund and CTIVP – AQR Managed Futures Strategy Fund are held by Participating Insurance Companies other than RiverSource Insurance Companies, on behalf of Contract |
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Owners. Such Contract Owners will receive additional information regarding the reinvestment of liquidation proceeds from their Participating Insurance Companies |
Q. | How can I vote my proxy or instruct my Participating Insurance Company to cast my vote? |
A. | You can instruct your Participating Insurance Company how to vote |
By telephone: Calltelephone (call the toll-free number printedlisted on the enclosed Proxy Card(s) or Voting Instruction Card(s) and follow the directions.
By Internet: Access the website address printed on the enclosed Proxy Card(s) or Voting Instruction Card(s) and follow the directions on the website.
By mail: Complete, sign and return the enclosed Proxy Card(s) or Voting Instruction Card(s) in the enclosed self-addressed, postage-paid envelope.
In person at the Meeting scheduled to occur at 225 Franklin Street, Boston, MA 02110 (31st Floor, Room 3100) on April 24, 2015 at 10:00 a.m. (Eastern). To attend the Meeting in person, you will need proof of ownership of the shares of the Fund, such as your Proxy Card or Voting Instruction Card (or a copy thereof) or, if your shares are held of record by a financial intermediary, such as a broker, or nominee, a Proxy Card from the record holder or other proof of beneficial ownership, such as a brokerage statement showing your holdings of the shares of the Fund. SeeCard)
By Internet at, www.proxy-direct.com
By mail (using the enclosed Proxy Statement for more information.postage prepaid envelope)
• | In person at the Meeting scheduled to occur at 225 Franklin Street, Boston, MA 02110 (31st Floor, Room 3100) on April 16, 2020 at 10 a.m. (Eastern). To attend the Meeting in person, you will need proof of ownership of the shares of the Fund, such as your Proxy Card or Voting Instruction Card (or a copy thereof) or, if your shares are held of record by a financial intermediary, such as a broker, or nominee, a Proxy Card from the record holder or other proof of beneficial ownership, such as a brokerage statement showing your holdings of the shares of the Fund. See the enclosed Joint Proxy Statement for more information. |
We encourage you to vote as soon as possible. Please refer to the enclosed Proxy Card or Voting Instruction Card for information on voting by telephone, Internet or mail.
Q. | Why might I receive more than one Voting Instruction Card or Proxy Card? |
A. | You may receive separate Voting Instruction Cards or Proxy Cards if you own shares of |
Q. | Whom should I call if I have questions? |
A. | If you have questions about the |
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NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
Columbia Variable Portfolio – Asset Allocation Fund
Columbia Variable Portfolio – Contrarian Core Fund
Columbia Variable Portfolio – Diversified Absolute Return Fund
Columbia Variable Portfolio – Long Government/Credit Bond Fund
Columbia Variable Portfolio – Small Cap Value Fund
Columbia Variable Portfolio – Small Company Growth Fund
Columbia Variable Portfolio – Strategic Income Fund
CTIVP® – AQR Managed Futures Strategy Fund
CTIVP® – Lazard International Equity Advantage Fund
Variable Portfolio — Goldman Sachs Commodity Strategy– Managed Risk Fund (the
Variable Portfolio – Managed Risk U.S. Fund
Variable Portfolio – Managed Volatility Conservative Fund
Variable Portfolio – Managed Volatility Conservative Growth Fund
Variable Portfolio – Managed Volatility Growth Fund
Variable Portfolio – U.S. Flexible Conservative Growth Fund
Variable Portfolio – U.S. Flexible Growth Fund
Variable Portfolio – U.S. Flexible Moderate Growth Fund
(each, a “CFVIT Fund,” and together, the “CFVIT Funds”)
COLUMBIA FUNDS VARIABLE SERIES TRUST II
Columbia Variable Portfolio – U.S. Equities Fund
Variable Portfolio – Columbia Wanger International Equities Fund
(each, a “CFVST II Fund,” and together, the “CFVST II Funds”)
(the CFVIT Funds and CFVST II Funds are collectively referred to as the “Funds” and each a “Fund”)
To be held on April 24, 201516, 2020
A Joint Special Meeting of Shareholders (the “Meeting”) of the FundFunds will be held at 225 Franklin Street, Boston, MAMassachusetts 02110 (31st(31st Floor, Room 3100), at 10:0010 a.m. (Eastern) on April 24, 2015.16, 2020. The Board of Trustees (each, a “Board,” and together, the “Boards”) of each of Columbia Funds Variable Insurance Trust and Columbia Funds Variable Series Trust II (each, a “Trust,” and together, the “Trusts”) has approved the liquidation of certain Funds and the Board of Columbia Funds Variable Insurance Trust has nominated certain individuals for election to the Board. At the Meeting, shareholders will be asked to approve a transaction that will result in the liquidation of the Fund and the substitution of shares of Columbia Variable Portfolio – Cash Management Fund, a series of Columbia Funds Variable Series Trust II (the “Cash Management Fund”), for shares of the Fund held by sub-accounts of insurance companies (the “Participating Insurance Companies”) established to fund benefits under variable annuity contracts and variable insurance policies (each a “Contract”) (that is, a reinvestment of liquidation proceeds into the Cash Management Fund)to:
1. | For each of Columbia Variable Portfolio – Asset Allocation Fund, Columbia Variable Portfolio – Diversified Absolute Return Fund, CTIVP® – AQR Managed Futures Strategy Fund, Columbia Variable Portfolio – U.S. Equities Fund and Variable Portfolio – Columbia Wanger International Equities Fund (each, a “Liquidating Fund”), approve on behalf of the Liquidating Fund, a transaction that will result in the substitution of shares of Columbia Variable Portfolio – Government Money Market Fund, a series of Columbia Funds Variable Series Trust II (the “Government MMF”), for shares of the Liquidating Fund held bysub-accounts of RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York (the “RiverSource Insurance Companies”) established to fund benefits under variable annuity contracts and variable insurance policies (each a “Contract”) (that is, a reinvestment of liquidation proceeds into the Government MMF). |
2. | For the CFVIT Funds, to elect ten (10) nominees to the Board of the Trust. |
3. | To transact such other business as may properly come before the Meeting. |
Please take some time to read the enclosed Joint Proxy Statement. It discusses the proposal in more detail. If, as of the close of business on January 24, 2020, you were a shareholder of one or more of the FundFunds or held a variable annuity and/or variable insurance contract with Contract values allocated to the Fund asone or more of the close of business on March 6, 2015,Funds, you
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may vote, or instruct your Participatingthe RiverSource Insurance CompanyCompanies or other insurance companies through which yoursub-accounts invests in a Fund (together with the RiverSource Insurance Companies, the “Participating Insurance Company”) how to vote, at the Meeting or at any adjournment of the Meeting on the proposal applicable to the relevant Fund. You are welcome to attend the Meeting in person. If you cannot attend in person to cast your vote, please vote (or instruct your Participating Insurance Company how to vote) by mail, telephone or Internet. Just follow the instructions on the enclosed Voting Instruction Card(s) or Proxy Card(s). If you have questions, please call the Fund’s proxy solicitor toll free at (877) 632-0899.[ ]. It is important that you vote. The BoardBoards unanimously recommendsrecommend that you vote (or instruct your Participating Insurance Company to vote) FOR the proposal.liquidation proposal affecting your Fund (if applicable) and, for the CFVIT Funds, for the election of the trustee nominees.
By order of theeach Board of Trustees,
Ryan C. Larrenaga,
Secretary
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COLUMBIA FUNDS VARIABLE INSURANCE TRUST
Columbia Variable Portfolio – Asset Allocation Fund
Columbia Variable Portfolio – Contrarian Core Fund
Columbia Variable Portfolio – Diversified Absolute Return Fund
Columbia Variable Portfolio – Long Government/Credit Bond Fund
Columbia Variable Portfolio – Small Cap Value Fund
Columbia Variable Portfolio – Small Company Growth Fund
Columbia Variable Portfolio – Strategic Income Fund
CTIVP® – AQR Managed Futures Strategy Fund
CTIVP® – Lazard International Equity Advantage Fund
Variable Portfolio – Managed Risk Fund
Variable Portfolio – Managed Risk U.S. Fund
Variable Portfolio – Managed Volatility Conservative Fund
Variable Portfolio – Managed Volatility Conservative Growth Fund
Variable Portfolio – Managed Volatility Growth Fund
Variable Portfolio – U.S. Flexible Conservative Growth Fund
Variable Portfolio – U.S. Flexible Growth Fund
Variable Portfolio – U.S. Flexible Moderate Growth Fund
(each, a “CFVIT Fund,” and together, the “CFVIT Funds”)
COLUMBIA FUNDS VARIABLE SERIES TRUST II
Columbia Variable Portfolio – U.S. Equities Fund
Variable Portfolio – Columbia Wanger International Equities Fund
(each, a “CFVST II Fund,” and together, the “CFVST II Funds”)
(the CFVIT Funds Variable Insurance Trustand CFVST II Funds are collectively referred to as the “Funds” and each a “Fund”)
225 Franklin Street, Boston, Massachusetts 02110
Variable Portfolio — Goldman Sachs Commodity Strategy Fund
(the “Fund”)
JOINT PROXY STATEMENT
Joint Special Meeting of Shareholders to be held on April 24, 201516, 2020
This Joint Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Trustees (the “Board”(each, a “Board,” and together, the “Boards”) of each of Columbia Funds Variable Insurance Trust (the(“CFVIT”) and Columbia Funds Variable Series Trust II (“CFVST II,” and together with CFVIT, the “Trusts” and each a “Trust”), relating to the joint special meeting of shareholders (the “Meeting”) of Variable Portfolio – Goldman Sachs Commodity Strategy Fund, a series of Columbia Funds Variable Insurance Trust,the funds listed above, that will be held at 225 Franklin Street, Boston, MAMassachusetts 02110 (31st(31st Floor, Room 3100), at 10:0010 a.m. (Eastern) on April 24, 2015.16, 2020 and any adjournments or postponements thereof. It is expected that this Joint Proxy Statement will be mailed to shareholders on or about March 23, 2015.
[ ], 2020. Each Board has determined that the use of this Joint Proxy Statement for the Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders. A portion of theeach Fund is owned of record bysub-accounts of insurance companies (the “Participating Insurance Companies”) established to fund benefits under variable annuity contracts and/or variable life insurance policies (each a “Contract”) issued by the Participating Insurance Companies, qualified pension or retirement plans, and other permissible investors under relevant U.S. federal income tax rules.Companies. Persons holding Contracts are referred to herein as “Contract Owners” and Contract Owners holding Contracts with RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York (together, the “RiverSource Insurance Companies”) are referred to herein as “RiverSource Contract Owners.” For simplicity, references to Fund shareholders include, as applicable, Contract Owners.
The purpose of the Meeting is to ask Fund shareholders to approve a transaction (the “Transaction”) that will result in the liquidation of the Fund and the substitution of shares of Columbia Variable Portfolio – Cash Management Fund, a series of Columbia Funds Variable Series Trust II (the “Cash Management Fund”), for shares of the Fund held by Participating Insurance Companies on behalf of Contract Owners (the “Proposal”).to:
Additional information about the Fund is available in its prospectus, statement of additional information and annual and semiannual reports to shareholders. The Fund’s most recent annual and semiannual reports previously have been mailed to shareholders. Additional copies of any of these documents are available without charge upon request by writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or by calling (800) 345-6611. All of these documents also are filed with the U.S. Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.
Matter | Affected Funds | |
1. Approve a transaction (a “Transaction”) with respect to each Liquidating Fund (defined below) that will result in the substitution of shares of Columbia Variable Portfolio – Government Money Market Fund, a series of CFVST II (the “Government MMF”), for shares of that Liquidating Fund | Columbia Variable Portfolio – Asset Allocation Fund Columbia Variable Portfolio – Diversified Absolute Return Fund CTIVP® – AQR Managed Futures |
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Matter | Affected Funds | |
held by the RiverSource Insurance Companies on behalf of RiverSource Contract Owners (each a “Liquidation Proposal” and collectively, the “Liquidation Proposals”). | Strategy Fund Columbia Variable Portfolio – U.S. Equities Fund Variable Portfolio – Columbia Wanger International Equities Fund (each, a “Liquidating Fund,” and together, the “Liquidating Funds”) | |
2. Elect ten trustees to the Board who have agreed to stand for election (the “Nominees”), each to hold office until he or she dies, resigns or is removed or, if sooner, until the next meeting of shareholders called for the purpose of electing trustees and until the election and qualification of his or her successor. | All CFVIT Funds |
The relevant Board unanimously recommends that affected shareholders voteFOR the Liquidation Proposal — Approve a Transactionwith respect to Liquidate theeach Liquidating Fund and Substitute Shares(Proposal 1). The Board of the Cash Management Fund for Shares of the Fund
TheCFVIT unanimously recommends that shareholders of each CFVIT Fund voteFORthe Fund are being asked to approve a transaction (the “Transaction”) that will result in the liquidationelection of the Fund and the substitution of shares of the Cash Management Fund for shares of the Fund held by Participating Insurance Companies on behalf of Contract Owners.each Nominee (Proposal 2).
The Board has unanimously approved a Plan of Liquidation pursuant to which the Fund will be liquidated on or about May 1, 2015 (the “Liquidation Date”), at which time the Fund’s shareholders will receive a liquidating distribution in an amount equal to the net asset value of their Fund shares. In preparation for the liquidation, the Fund’s portfolio securities and other assets will be sold and the Fund will pay liabilities incurred or expected to be incurred at or prior to the Liquidation Date. At any time prior to the Liquidation Date, the Board may postpone or abandon the liquidation. Shareholders of the Fund may redeem their investments in the Fund at any time prior to the Liquidation Date.
Columbia Management Investment Advisers, LLC (“Columbia Management”), the Fund’s investment adviser, recommended that the Board approve the liquidation of the Fund based on, among other factors, the following:
Portfolio management changes at the Fund’s subadviser, Goldman Sachs Asset Management, L.P. – A senior commodities portfolio manager left the subadviser in 2014.
Net assets – As of November 30, 2014, the Fund’s net assets were approximately $54 million and unlikely to increase. The Fund’s small size limited its ability to benefit from economies of scale enjoyed by larger funds.
Performance – The Fund had not performed as anticipated and Columbia Management was not confident that performance would significantly improve.
Based on this recommendation, the Board determined that it was in the best interests of the Fund and its shareholders to liquidate and terminate the Fund.
If the Transaction is approved, Participating Insurance Companies, as shareholders of the Fund on behalf of Contract Owners, have stated an intention to reinvest the liquidation proceeds in the Cash Management Fund, a series of Columbia Funds Variable Series Trust II, which is overseen by a board of trustees different than the Fund’s Board. The Cash Management Fund is a money market fund that seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal. For more information about the Cash Management Fund, seeAppendix A to this Proxy Statement.
This reinvestment of liquidation proceeds in the Cash Management Fund may constitute a substitution of securities under Section 26(c) of the Investment Company Act of 1940, as amended (the “1940 Act”). The substitution will take place at net asset
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value with no change in the amount of any Contract Owner’s accumulated value or in the dollar value of his or her investment in the relevant sub-account. In order to effect the Transaction without the delay and expense of seeking an order of the Securities and Exchange Commission (the “SEC”), the Participating Insurance Companies are relying on SEC guidance that requires shareholder approval. Shareholder approval of the liquidation is not otherwise required under the 1940 Act or the organizational instruments of Columbia Funds Variable Insurance Trust.
Contract Owners who have allocated Contract values to the Fund may reallocate such Contract values to another fund available under their Contract at any time prior to the Liquidation Date or within 90 days thereafter. Any such reallocation will not count as a transfer for purposes of any applicable limitations on the number of transfers. Contract Owners will receive additional information regarding the reinvestment of liquidation proceeds from their Participating Insurance Company.
As described in the Fund’s prospectus, Columbia Management manages funds (“funds-of-funds”) and other affiliated products that may own a significant percentage of the outstanding shares of the Fund and other Columbia Funds. In fact, funds-of-funds hold approximately 98% of the Fund’s shares. In managing the funds-of-funds, Columbia Management allocates assets to, and out of, a variety of underlying funds (including the Fund) and other securities or instruments. Columbia Management has recommended to the Board that it liquidate the Fund based on its belief that liquidation is in the best interests of the Fund’s shareholders. If the Transaction is not approved, Columbia Management may re-allocate assets of the funds-of-funds out of the Fund into another commodity strategy fund or other fund or investment, in which case the Fund’s assets would likely decrease to a level that would make executing the subadviser’s investment strategy impossible.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE (OR INSTRUCT YOUR PARTICIPATING INSURANCE COMPANY TO VOTE)FOR THE PROPOSAL.
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PROXY VOTING AND SHAREHOLDER MEETING INFORMATION
Proxy Solicitation
Shareholders or the persons named as their proxies may cast votes in their discretion on any other matter that may properly come before the Meeting, including, but not limited to, proposing and/or voting on the adjournment of the Meeting with respect to one or more proposals in the event that sufficient votes in favor of any Board proposal are not received. Not all proposals affect each Fund, and shareholders of a Fund will only be entitled to cast votes on those proposals affecting the Fund in which they are shareholders.
If you properly authorize your proxy through the Internet or telephonically, or by executing and returning the enclosed Proxy Card or Voting Instruction Card, and your proxy is not subsequently revoked, your votes will be cast at the Meeting. If you return your signed Proxy Card or Voting Instruction Card without instructions, your votes will be castFORthe approval of the Proposal.proposals. 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 and/or voting on the adjournment and/or postponement of the Meeting with respect to the Proposalproposals in the event that a quorum is not obtained and/or sufficient votes in favor of the Proposalproposals are not received.
Revocation of Proxies and Voting Instructions
If you execute and submit a proxy, you may revoke that proxy or change it by written notice to the Fund’sFunds’ proxy solicitor at Computershare Fund Services, c/o Operations Department, 280 Oser Avenue, Hauppauge, NY 11788,2950 Express Drive South, Suite 210, Islandia, New York 11749, by submitting a subsequently executed and dated Proxy Card, by authorizing your proxy by telephone or Internet, or by attending the Meeting and casting your vote in person, or as otherwise permitted. Attending the Meeting in person will not automatically revoke your prior proxy.
If you execute, date and submit a Voting Instruction Card, you may revoke or change those voting instructions by (i) submitting written notice of revocation to your Participating Insurance Company, (ii) submitting a subsequently executed and dated Voting Instruction Card or (iii) submitting voting instructions by telephone or Internet at a later date. If you submit your voting instructions by telephone or through the Internet, you may revoke those voting instructions by submitting timely subsequent voting instructions by telephone or Internet, or by completing, signing and returning a Voting Instruction Card dated as of a date that is later than your last telephone or Internet voting instructions.
If you intend to vote in person at the Meeting, please call Computershare Fund Services toll free at (877) 632-0899 to obtain important information regarding your attendance at the Meeting, including directions.[ ].
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Quorum and Methods of Tabulation
ThirtyA quorum is required to take action on the proposals. For CFVIT Funds, thirty percent (30%) of the votes entitled to be cast at the Meeting, present at the Meeting in person or by proxy, constitutes a quorum. A quorum is requiredFor CFVST II Funds, ten percent (10%) of the votes entitled to take action onbe cast at the Proposal.Meeting, present at the Meeting in person or by proxy, constitutes a quorum. Abstentions and “brokernon-votes” (i.e., shares held of record by a financial intermediary, such as a broker, or nominee, typically in “street name,” as to which proxies have been returned but (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as present for purposes of determining a quorum but will not be considered a vote cast.
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Abstentions and brokernon-votes will have the same effect as a vote against a Liquidation Proposal and will have no effect with respect to the Proposal.election of trustee nominees. The Fund doesFunds do not currently expect any brokernon-votes because of the composition of itsthe shareholders.
Representation at the Meeting by the Participating Insurance Companies or Columbia Funds (defined below) that hold shares of a Fund will be sufficient to constitute a quorum of shareholders for that Fund.
In the event that a quorum of shareholders of thea Fund is not present at the Meeting or, even if such a quorum is so present, in the event that sufficient votes in favor of the Proposala proposal are not received and tabulated prior to the time the Meeting is called to order, the Meeting may be adjourned by the vote of a majority of the shares represented at the Meeting, either in person or by proxy, and further solicitations may be made.
Shareholders of record of theeach Fund at the close of business on March 6, 2015January 24, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. The number of outstanding shares of each class of shares of theeach Fund held on the Record Date is listed inAppendix B. Shareholders of the FundFunds are entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share) determined at the close of business on the Record Date and each fractional dollar amount is entitled to a proportionate fractional vote.
If your shares are held in an IRA, you have the right to vote those shares. If you do not provide voting instructions with respect to your shares, your IRA custodian may or may not, depending upon the terms of your IRA agreement, vote shares for which it has not received your voting instructions. Please consult your IRA agreement and/or financial advisor for more information.
Required Vote
Approval of the Liquidation Proposal for each Liquidating Fund (Proposal 1) requires the affirmative vote of a majority of the shares voted at the Meeting. All shares of a Fund vote together as a single class on Proposal 1.
Election of Trustees (Proposal 2) requires the affirmative vote of a plurality of votes cast at the Meeting by or on behalf of shareholders of CFVIT. A “plurality of votes cast” means that a nominee is elected if he or she receives the highest number of affirmative votes cast, whether or not such votes constitute a majority, up to the maximum number of Trustees to be elected at the Meeting, which is ten. All shares of the Trust vote together as a single class on Proposal 2. If approved, Proposal 2 will become effective, and the Nominees will be seated, on [ ], 2020.
Voting Information
Separate accounts of Participating Insurance Companies established to fund benefits under variable annuity contracts and/or variable life insurance policies are shareholders of the Fund.Funds. The Participating Insurance Companies generally vote the shares of theeach Fund that are attributable to such separate accounts in accordance with timely instructions received from Contract Owners that have Contract values allocated to such separate accounts invested in shares of theeach Fund. A Participating Insurance Company may determine what it deems to be timely instructions and, accordingly, may establishcut-off times for submitting voting instructions that are earlier than the date and time of the Meeting. The number of shares of theeach Fund for which a Contract Owner may give voting instructions is based on the number of shares, including fractions of shares, held in the separate account attributable to the Contract Owner’s Contract on the Record Date.
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If a voting instruction is not received from a Contract Owner, the Participating Insurance CompanyCompanies will vote the shares attributable to that Contract Owner in the same proportions (for, against or abstaining as to the applicable Proposal) as all shares for which
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voting instructions have been received from other Contract Owners. If a Voting Instruction Card is received from a Contract Owner without indicating a voting instruction, the Participating Insurance CompanyCompanies will vote those sharesFORthe approval of the Transaction.proposal.
Other funds managed by Columbia Management Investment Advisers, LLC (“Columbia Threadneedle” or the “Investment Manager”)) (the “Columbia Funds”) hold a significant percentage of certain Funds. The approximate percentage of shares of such Funds that are held by other Columbia Funds as of the Record Date is shown in the table below. These other Columbia Funds are expected to vote their Fund shares in the same proportion as the shares voted by the Participating Insurance Companies, although they may vote all their shares For or Against the proposals if their respective Board so determines.
Fund | Approximate Percentage of shares held by other Columbia Funds | |
Columbia Variable Portfolio – Contrarian Core Fund | [83]% | |
Columbia Variable Portfolio – Diversified Absolute Return Fund | [94]% | |
Columbia Variable Portfolio – Long Government/Credit Bond Fund | [82]% | |
Columbia Variable Portfolio – Small Cap Value Fund | [45]% | |
Columbia Variable Portfolio – Small Company Growth Fund | [84]% | |
Columbia Variable Portfolio – Strategic Income Fund | [42]% | |
CTIVP® – AQR Managed Futures Strategy Fund | [88]% | |
CTIVP® – Lazard International Equity Advantage Fund | [92]% | |
Columbia Variable Portfolio – U.S. Equities Fund | [82]% | |
Variable Portfolio – Columbia Wanger International Equities Fund | [65]% |
As a result of these proportional voting procedures, a relatively small number of Contract Owners can determine the outcome of the votes cast at the Meeting.
Additional information about each Fund is available in the Fund’s prospectus, statement of additional information and annual and semiannual reports to shareholders. Each Fund’s most recent annual and semiannual reports previously have been mailed to shareholders. Additional copies of any of these documents are available without charge upon request by a Participating Insurance Company.writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling (800)345-6611. All of these documents also are filed with the U.S. Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 16, 2020
This Joint Proxy Statement and the Notice of Joint Special Meeting are available at[www.proxy-direct.com/col-31074].
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OTHER INFORMATIONPROPOSAL 1
Approve a Transaction to Substitute Shares of the Government MMF for Shares of the Liquidating Funds
(Liquidating Funds Only)
The shareholders of each Liquidating Fund are being asked to approve a Transaction that will result in the substitution of shares of the Government MMF for shares of that Liquidating Fund held by RiverSource Insurance Companies on behalf of RiverSource Contract Owners. In the Transaction, RiverSource Contract Owners of the Liquidating Fund will receive the corresponding share class of the Government MMF. The rationale for each Transaction is described below.
Shares of Columbia Variable Portfolio – Asset Allocation Fund and CTIVP® – AQR Managed Futures Strategy Fund are held by Participating Insurance Companies other than RiverSource Insurance Companies, on behalf of Contract Owners. Such Contract Owners will receive additional information regarding the reinvestment of liquidation proceeds from their Participating Insurance Companies.
Each Board has unanimously approved a Plan of Liquidation with respect to each Liquidating Fund that it oversees pursuant to which each Liquidating Fund will be liquidated on or about April 24, 2020 (the “Liquidation Date”), at which time each Liquidating Fund’s shareholders will receive a liquidating distribution in an amount equal to the net asset value of their Liquidating Fund shares. In preparation for the liquidation, each Liquidating Fund’s portfolio securities and other assets will be sold and the Liquidating Fund will pay liabilities incurred or expected to be incurred at or prior to the Liquidation Date. At any time prior to the Liquidation Date, one or both of the Boards may postpone or abandon the relevant liquidations. Shareholders of the Liquidating Funds may redeem their investments in one or more of the Liquidating Funds at any time prior to the Liquidation Date.
Columbia Threadneedle, the Liquidating Funds’ investment manager, recommended that each Board approve the liquidation of each relevant Liquidating Fund based on each Liquidating Fund’s relatively low level of net assets and Columbia Threadneedle’s expectation that each Liquidating Fund is unlikely to attract sufficient assets in the near term to ensure its continued economic viability, among other factors. Columbia Threadneedle advised each Board that (i) each relevant Liquidating Fund’s net assets were unlikely to increase in any meaningful way; and (ii) each Liquidating Fund’s small size limited its ability to attract sufficient assets in the near term to ensure its continued economic viability. Based on this recommendation, each Board determined that it was in the best interests of each Liquidating Fund that it oversees to liquidate and terminate the Liquidating Fund.
With respect to each Transaction, if approved, the RiverSource Insurance Companies, as shareholders of the relevant Liquidating Fund on behalf of Contract Owners, have stated an intention to reinvest the liquidation proceeds in the Government MMF, a money market fund that seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal. The Government MMF invests at least 99.5% of its assets in United States government securities, cash and/or repurchase agreements collateralized solely by government securities or cash. Although the Government MMF seeks to preserve the value of shareholders’ investment at $1.00 per share, it cannot guarantee it will do so. For more information about the Government MMF, including its principal investment strategies, principal risks and expense information, seeAppendix A to this Joint Proxy Statement. The investment objective, investment strategies and risks of the Government MMF differ materially from those of each Liquidating Fund. The Government MMF invests principally in government securities eligible for money market funds and, as result, the Government MMF has a materially different risk profile and performance history than each Liquidating Fund. If the Transaction is not approved, Columbia Threadneedle or, if applicable,sub-advisers would continue to manage each Liquidating Fund based on its stated investment objective and principal investment strategies. As discussed above, each Board, based on a recommendation from Columbia Threadneedle, believes it is in the best interests of each Liquidating Fund that it oversees to liquidate and terminate the Liquidating Fund.
This reinvestment of liquidation proceeds in the Government MMF may constitute a substitution of securities under Section 26(c) of the Investment Company Act of 1940, as amended (the “1940 Act”). The substitution will take place at net asset value with no change in the amount of any Contract Owner’s accumulated value or in the dollar value of his or her investment in the relevantsub-account. Under SEC guidance, a substitution
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order is not required if contract owners approve the substitution and certain other conditions are satisfied. The Liquidating Funds are soliciting shareholder approval to satisfy this requirement. Shareholder approval of the liquidation would not otherwise be required under the 1940 Act or the organizational instruments of the Trusts.
RiverSource Contract Owners who have allocated Contract values to a Liquidating Fund may reallocate such Contract values to another fund available under their Contract at any time prior to the Liquidation Date or within 90 days thereafter. Any such reallocation will not count as a transfer for purposes of any applicable limitations on the number of transfers. Contract Owners will receive additional information regarding the reinvestment of liquidation proceeds from their Participating Insurance Companies.
Required Vote and Recommendation
Approval of Proposal 1 requires the affirmative vote of a majority of the shares voted at the Meeting.
Proposal 1 is not contingent upon the approval of any other proposal. Further, the Liquidation Proposal for one Liquidating Fund is not contingent upon approval of the Liquidation Proposal of another Liquidating Fund. Therefore, with respect to Proposal 1, shareholders will vote on aFund-by-Fund basis and, as a result, depending on the final vote count, it is possible that some Liquidating Funds will liquidate while others may not.
EACH BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE (OR INSTRUCT YOUR
PARTICIPATING INSURANCE COMPANY TO VOTE) FOR PROPOSAL 1.
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PROPOSAL 2
Election of Trustees
(All CFVIT Funds)
At the Meeting, shareholders of all CFVIT Funds will be asked to elect ten Nominees to constitute the Board of CFVIT. For purposes of this Proposal 2 only, all references to the “Board,” “Trustees,” “Independent Trustees,” or “Trust” refer solely to CFVIT (i.e. not CFVST II) and “Fund” or “Funds” refer solely to the CFVIT Funds.
The Board is responsible for overseeing the management of the Trust. If elected to the Board, each Nominee shall hold office until he or she dies, resigns or is removed or, if sooner, until the next meeting of shareholders called for the purpose of electing trustees and until the election and qualification of his or her successor. Each Nominee (with the exception of Christopher O. Petersen) currently serves as a Trustee or a Consultant to the Trustees (defined below).
The 1940 Act and rules adopted thereunder contain provisions requiring that certain percentages of a mutual fund’s Board consist of individuals who are independent of the mutual fund or its adviser within the meaning of Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). Current regulations applicable to the Funds require that a majority of the Trust’s Board consist of Independent Trustees. A Nominee is deemed to be “independent” to the extent the Nominee is not an “interested person” of the Funds, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Nominees”). The Independent Nominees are Janet L. Carrig, Kevin Connaughton, Olive Darragh, Douglas A. Hacker, Nancy T. Lukitsh, David M. Moffett, John J. Neuhauser, Patrick J. Simpson and Natalie A. Trunow.
Mses. Darragh and Trunow and Mr. Connaughton currently serve as consultants to the Independent Trustees (the “Consultants to the Independent Trustees” or “Consultants”), who each participate in Board and Committee meetings but do not have the right to vote on matters before the Trustees. If elected, the Consultants to the Independent Trustees will serve as Independent Trustees.
Christopher O. Petersen (the “Interested Nominee”) has been nominated to serve as a Trustee and will be treated as an “interested person” of the Funds due to his positions with Columbia Threadneedle and Ameriprise Financial, Inc. Upon the election and seating of Mr. Petersen, William F. Truscott, who is currently treated as an “interested person” of the Funds will resign from the Board.
At a meeting held on December 10, 2019, the Governance Committee (by action of its members who are Independent Trustees) nominated the Independent Nominees and the Interested Nominee. In addition, at a meeting held on December 11, 2019, the Independent Trustees received, accepted and endorsed the nominations presented by the Governance Committee and voted to present each of the Independent Nominees and the Interested Nominee to shareholders for election as Trustees. The Board currently has no reason to believe that any Nominee will become unable to serve or for good cause will not serve as a Trustee, but if that should occur before the Meeting, the proxies may be voted for such other Nominees as the Trust’s present Governance Committee and/or the Board may select.
If the Nominees are elected by shareholders, at least 75% of the Trustees will continue to be Independent Trustees. Under the Trust’s current retirement policy, each Trustee serves until December 31 of the year such Trustee turns seventy-five (75), unless such service is extended by the Board.
Information Regarding the Nominees
Background information regarding each of the Nominees follows.
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Independent Trustees/Nominees for Election as Trustees(*)
Name, Address, | Position Held with the Trust and Length of Service | Principal Occupation(s) During the Past Five Years and Other Relevant Experience | Number of Funds in the Columbia Funds Complex Overseen | Other Directorships Held by Trustee During the Past Five Years | Committee Assignments | |||||
Independent Trustees/Nominees | ||||||||||
Janet Langford Carrig c/o Columbia Management Investment Advisers, LLC | Trustee 1996 | Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips (independent energy company), September 2007 - October 2018 | 71 | Director, EQT Corporation (natural gas producer) | Compliance, Product and Distribution, Governance, Investment Oversight Committee #2 | |||||
J. Kevin Connaughton c/o Columbia Management Investment Advisers, LLC | Independent Trustee Consultant 2016 | Independent Trustee Consultant, Columbia Funds since March 2016; Adjunct Professor of Finance, Bentley University since November 2017; Managing Director and General Manager of Mutual Fund Products, Columbia Management Investment Advisers, LLC, May 2010 - February 2015; President, Columbia Funds, 2009 - 2015; and senior officer of Columbia Funds and affiliated funds, 2003 - 2015 | 71 | Director, The Autism Project since March 2015; Investment Committee, St. Michael’s College since November 2015; Trustee, St. Michael’s College since June 2017; former Trustee, New Century Portfolios, March 2015 - December 2017; formerly on Board of Governors, Gateway Healthcare, January 2016 - December 2017 | Product and Distribution, Advisory Fees & Expenses, Audit, Investment Oversight Committee #2 | |||||
Olive Darragh c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Mail Drop BX32 05228 Boston, MA 02110 1962 | Independent Trustee Consultant 2019 | Independent Trustee Consultant, Columbia Funds since June 2019; Managing Director of Darragh Inc. (strategy and talent management consulting firm) since 2010; Founder and CEO, Zolio, Inc. (investment management talent | 71 | Director, University of Edinburgh Business School; former Director, Boston Public Library Foundation | Product and Distribution, Advisory Fees & Expenses, Audit, Compliance, Investment Oversight Committee #1 and #3 |
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Name, Address, | Position Held with the Trust and Length of Service | Principal Occupation(s) During the Past Five Years and Other Relevant Experience | Number of Funds in the Columbia Funds Complex Overseen | Other Directorships Held by Trustee During the Past Five Years | Committee Assignments | |||||
identification platform) since 2004; Partner, Tudor Investments, 2004 - 2010; Senior Partner, McKinsey & Company, 2001 - 2004 | ||||||||||
Douglas A. Hacker c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Mail Drop BX32 05228 Boston, MA 02110 1955 | Trustee and Chairman of the Board 1996 | 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 | 71 | Director, Spartan Nash Company (food distributor); Director, Aircastle Limited (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 | Audit, Governance, Investment Oversight Committee #1 and #3 | |||||
Nancy T. Lukitsh c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Mail Drop BX32 05228 Boston, MA 02110 1956 | Trustee 2011 | Senior Vice President, Partner and Director of Marketing, Wellington Management Company, LLP (investment adviser), 1997 - 2010; Chair, Wellington Management Portfolios (comminglednon-U.S. investment pools), 2007 - 2010; Director, Wellington Trust Company, NA and other Wellington affiliates, 1997 - 2010 | 71 | None | Advisory Fees & Expenses, Governance, Product and Distribution, Investment Oversight Committee #2 | |||||
David M. Moffett c/o Columbia Management Investment Advisers, | Trustee 2011 | Retired; Consultant to Bridgewater Associates, LP | 71 | Director, CSX Corporation (transportation suppliers); Director, | Compliance, Audit, Investment |
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Name, Address, Year of Birth | Position Held with the Trust and Length of Service | Principal Occupation(s) During the Past Five Years and Other Relevant Experience | Number of Funds in the Columbia Funds Complex Overseen | Other Directorships Held by Trustee During the Past Five Years | Committee Assignments | |||||
LLC 225 Franklin Street Mail Drop BX32 05228 Boston, MA 02110 1952 | 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 | Oversight Committee #1 | ||||||||
John J. Neuhauser c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Mail Drop BX32 05228 Boston, MA 02110 1943 | Trustee 1984 | President, Saint Michael’s College, August 2007 - June 2018; Director or Trustee of severalnon-profit organizations, including University of Vermont Medical Center; Academic Vice President and Dean of Faculties, Boston College, August 1999 - October 2005; University Professor, Boston College, November 2005 - August 2007 | 71 | Director, LibertyAll-Star Equity Fund and LibertyAll-Star Growth Fund(closed-end funds) | Advisory Fees & Expenses, Product and Distribution, Investment Oversight Committee #2 | |||||
Patrick J. Simpson c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Mail Drop BX32 05228, Boston, MA 02110 1944 | Trustee 2000 | Of Counsel, Perkins Coie LLP (law firm) since 2015; Partner, Perkins Coie LLP from 1988 to 2014 | 71 | Former Director, M Fund, Inc. (M Funds mutual fund family), July 2018 - July 2019 | Advisory Fees & Expenses, Audit, Governance, Investment Oversight Committee #1 | |||||
Natalie A. Trunow c/o Columbia Management | Independent Trustee | Independent Trustee Consultant, Columbia Funds | 71 | Director, Health Services for Children with Special Needs, | Product and Distribution, Advisory Fees |
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Name, Address, Year of Birth | Position Held with the Trust and Length of Service | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Other Directorships | Committee Assignments | |||||
Investment Advisers, LLC 225 Franklin Street Mail Drop BX32 05228 Boston, MA 02110 1967 | Consultant 2016 | since September 2016; Chief Executive Officer, Millennial Portfolio Solutions LLC (asset management and consulting services) since January 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 | Inc.; Director, Consumer Credit Counseling Services (formerly Guidewell Financial Solutions) | & Expenses, Compliance, Investment Oversight Committee #1 | ||||||
71 |
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Name, Address, Year of Birth | Position Held 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 | |||||
Interested Trustee/Interested Nominee(**) |
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Name, Address, Year of Birth | Position Held 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 | Committee Assignments | |||||
William F. Truscott c/o Columbia Management Investment Advisers, LLC 225 Franklin St. Boston, MA 02110 1960 | Trustee 2012 | Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively; Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010 - September 2012); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006; Director, Threadneedle Asset Management Holdings, SARL since 2014; President and Chief Executive Officer, Ameriprise Certificate Company, 2006 - August 2012 | 192 | Chairman of the Board, Columbia Management Investment Advisers, LLC since May 2010; Director, Columbia Management Investment Distributors, Inc. since May 2010; former Director, Ameriprise Certificate Company, August 2006 - January 2013 | None |
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Name, Address, Year of Birth | Position Held with the Trust and Length of Service | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Other Directorships | Committee Assignments | |||||
Christopher O. Petersen c/o Columbia Threadneedle 5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1970 | President (since 2015) | Vice President and Lead Chief Counsel, Ameriprise Financial, Inc. since January 2015 (previously Vice President and Chief Counsel, January 2010 – December 2014); officer of Columbia Funds and affiliated funds since 2007. | N/A | None | N/A |
(*) | Information as of December 31, 2019. |
(**) | 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, Inc. |
Current Status of Trustees/Nominees
Ms. Carrig, Dr. Neuhauser and Messrs. Hacker and Simpson were elected by shareholders to be Trustees most recently in 2010. Ms. Lukitsh and Mr. Moffett were appointed by the Board as Trustees in 2011. Mr. Truscott was appointed by the Board as a Trustee in 2012. Mr. Connaughton and Ms. Trunow were appointed by the Board as Consultants to the Independent Trustees in 2016. Ms. Darragh was appointed by the Board as a Consultant to the Independent Trustees in 2019.
Together, such Trustees and Consultants to the Independent Trustees and the Interested Nominee comprise all Nominees for election to the Board and, except for Mr. Truscott, are standing for election at the Meeting and have agreed to continue to serve if elected. Mr. Truscott will retire from the Fund Board in 2020 upon election and qualification of the Nominees, although he will remain a Senior Vice President of the Trusts and his position with the Investment Manager remains unaffected. Additionally, the Board has approved the continued service of Dr. Neuhauser and Mr. Simpson on the Board until December 31, 2020, and ifre-elected, each is expected to serve until that date, unless the Board determines to extend their service.
Trustee/Nominee Biographical Information and Qualifications
The following provides an overview of the considerations that led the Board to conclude that each individual serving or nominated to serve as a Trustee should so serve. Generally, no one factor was decisive in the selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other Trustees/Nominees; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each Trustee/Nominee, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of the Funds, were a significant factor in the determination that, in light of the business and structure of the Trust, the individual should serve as a Trustee. Following is a summary of each Trustee/Nominee’s particular professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve as a Trustee:
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Janet Langford Carrig— Ms. Carrig was Senior Vice President, General Counsel and Corporate Secretary for ConocoPhillips. Prior to joining ConocoPhillips, Ms. Carrig held senior legal and leadership roles in other large corporations and law firms, including as a partner at the law firms Sidley & Austin and at Zelle, Hoffman, Voelbel, Mason and Gette. Ms. Carrig has previously served on the board of directors for a public company and various industry groups andnon-profit organizations.
J. Kevin Connaughton— Mr. Connaughton has significant executive and board experience with financial services and investment companies. Mr. Connaughton served as a senior officer of certain Columbia funds from 2003 through 2015. He served as the managing director and general manager of mutual fund products for the Investment Manager from 2010 through 2015. Mr. Connaughton currently serves on the Board of Directors of two not for profit entities, and the investment committee for a small college endowment. He has previously served on the Board of Directors of a separate fund group, the Transfer Agent, and two offshore groups of funds managed by the Investment Manager and/or affiliates. Mr. Connaughton also serves as an adjunct professor of Finance at Bentley University.
Olive Darragh— Ms. Darragh has extensive experience in the investment management industry. She currently serves as Managing Director of Darragh Inc., a strategy and talent management consulting firm that works with investment organizations. Previously, Ms. Darragh was a Partner at Tudor Investments responsible for Strategy and Talent Management. Prior to that, she was a Senior Partner at McKinsey & Company, where sheco-founded and led the firm’s global Investment Management practice. Ms. Darragh has experience serving on other boards of directors and is a Certified Public Accountant. Ms. Darragh also founded and runs Zolio Inc., an investment management talent identification platform and is a visiting professor at the University of Edinburgh Business School.
Douglas A. Hacker— Mr. Hacker has extensive executive experience, having served in various executive roles with United Airlines and more recently as an independent business executive. Mr. Hacker also has experience on other boards of directors. As former chief financial officer of United Airlines, Mr. Hacker has significant experience in accounting and financial management, including in a public company setting.
Nancy T. Lukitsh— Ms. Lukitsh has extensive executive experience in the financial services industries, particularly with respect to the marketing of investment products, having served as Senior Vice President, Partner and Director of Marketing for Wellington Management Company, LLP. Ms. Lukitsh has previously served as Chair of Wellington Management Portfolios (commingled investment pools designed fornon-U.S. institutional investors) and as a director of other Wellington affiliates. In addition, she has previously served on the boards of directors of variousnon-profit organizations. She is also a Chartered Financial Analyst.
David M. Moffett— Mr. Moffett has extensive executive and board of director experience, including serving on audit committees for public companies. Mr. Moffett was selected as CEO when the Federal Home Loan Mortgage Corporation was placed under conservatorship in 2008, and served as a consultant to its interim chief executive officer and the board of directors until 2009. Formerly, Mr. Moffett was the CFO of a large U.S. bank holding company where his responsibilities included trust and wealth management.
John J. Neuhauser— Dr. Neuhauser is an experienced investment company trustee, having served on the Board since 1985 and on the boards of other investment companies. In addition to his board experience, Dr. Neuhauser has extensive executive experience. He was previously the President of Saint Michael’s College and has served in a variety of other leadership roles in higher education.
Christopher O. Petersen— Mr. Petersen has significant experience with financial services and investment companies. Mr. Petersen has served as President of the Columbia Funds since 2015 and as an officer of the Columbia Funds and affiliated funds since 2007. He serves as Vice President and Lead Chief Counsel of Ameriprise Financial, Inc., the parent company of the Investment Advisers,Manager. In these capacities, he supports the management of the business and legal affairs of the Columbia Funds.
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Patrick J. Simpson— Mr. Simpson is of counsel and formerly a partner in the Portland, Oregon office of Perkins Coie LLP, an international law firm. Mr. Simpson’s practice has included such relevant areas as corporate governance, corporate finance and securities law compliance for private and public companies.
Natalie A. Trunow— Ms. Trunow has extensive executive experience in financial services and with investment companies, including service as Chief Executive Officer at Millennial Portfolio Solutions LLC (“(asset management and consulting services), as Director of Investments at Casey Family Programs Foundation, as Senior Vice President and Chief Investment Officer at Calvert Investments, and as Section Head and Portfolio Manager responsible for alternative and traditional funds at General Motors Asset Management. Ms. Trunow’s responsibilities as Senior Vice President and Chief Investment officer at Calvert Investments included oversight responsibilities for public and private equity investments,in-house andsub-advised funds, asset allocation funds, balanced funds, and volatility-managed funds, and investing portfolios. Ms. Trunow also currently serves on the board ofnon-profit organizations.
William F. Truscott— Mr. Truscott has significant executive and board experience with financial services and investment companies. Mr. Truscott has served on the Board of Trustees of certain Columbia Management”funds since 2001. He has served as chairman of the board of the Investment Manager since May 2010 and since February 2012 has served as its president. From 2001 to April 2010, Mr. Truscott served as the president, chairman of the board and chief investment officer of the Investment Manager. He has served as director of the Distributor since May 2010 and since February 2012 has served as its chief executive officer. From 2008 to April 2010, Mr. Truscott served as chairman of the board and chief executive officer of the Distributor.
Committees of the Board
For purposes of this section, the term Independent Trustees includes Mr. Connaughton and Mses. Darragh and Trunow, as Consultants to the Independent Trustees.
The Board has organized the following standing committees to facilitate its work: the Audit Committee, the Governance Committee, the Advisory Fees & Expenses Committee, the Compliance Committee, the Investment Oversight Committees and the Product and Distribution Committee. These Committees are comprised solely of Independent Trustees. The table above providing background on each Trustee also includes their respective committee assignments. The duties of these committees are described below.
Governance Committee. The Governance Committee’s functions include recommending to the Board nominees for Independent Trustee positions and for appointments to various committees, overseeing the Board’s periodic evaluations of the effectiveness of the Board, reviewing and recommending to the Board governance and other policies and practices to be followed in carrying out the Trustees’ duties and responsibilities, and reviewing and making recommendations to the Board regarding the compensation of the Independent Trustees.
The Governance Committee will consider nominees for Trustee recommended by shareholders provided that, as applicable, such recommendations are submitted by the date disclosed in a Fund’s proxy statement soliciting proxies to be voted at a meeting of shareholders, if such a meeting is held (mutual funds, including ETFs, are not required to hold annual shareholder meetings) and otherwise comply with applicable securities laws, including Rule14a-8 under the 1934 Act. Such shareholder recommendations must be in writing and should be sent to the attention of Douglas A. Hacker, Chair of the Board, Columbia Funds Complex, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110. Shareholder recommendations should include the proposed nominee’s biographical information (including business experience for the past ten years) and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to serve as an Independent Trustee, if applicable. All satisfactorily completed information packages regarding a candidate will be forwarded to a member of the Governance Committee for consideration. Recommendations for candidates will be evaluated in light of whether the number of Trustees of the Trust is expected to be increased and anticipated vacancies. All nominations from Fund shareholders will be considered. There may be times when the Governance Committee is not recruiting new Trustees. In that case, shareholder recommendations will be maintained on file pending the active recruitment of Trustees.
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When considering candidates for Trustee, the Governance Committee considers, among other things, whether prospective nominees have distinguished records in their primary careers, personal and professional integrity, and substantive knowledge in areas important to the Board’s operations, such as background or education in finance, auditing, securities law, the workings of the securities markets, or investment advice. For candidates to serve as Independent Trustees, independence from the Funds’ investment adviser, its affiliates and other principal service providers is critical, as is an independent and questioningmind-set. In each case, the Governance Committee will evaluate whether a candidate is an “interested person” under the 1940 Act. The Governance Committee also considers whether a prospective candidate’s workload would be consistent with regular attendance at Board meetings and would allow him or her to be available for service on Board committees, and devote the additional time and effort necessary to stay apprised of Board matters and the rapidly changing regulatory environment in which the Funds operate. Different substantive areas may assume greater or lesser significance at particular times, in light of a Board’s present composition and its perceptions about future issues and needs.
The Governance Committee initially evaluates prospective candidates on the basis of their resumes, considered in light of the criteria discussed above. Those prospective candidates that appear likely to be able to fill a significant need of the Board would be contacted by a Governance Committee member by telephone to discuss the position; if there appeared to be sufficient interest, anin-person meeting with one or more of the Governance Committee members would be arranged. If a Governance Committee member, based on the results of these contacts, believes he or she has identified a viable candidate, he or she would air the matter with the other Governance Committee members for input. Any request by Fund management to meet with the prospective candidate would be given appropriate consideration. To assist with the identification and vetting of potential trustee nominees, the Governance Committee has engaged the services of third party recruiting firms.
The Governance Committee has a charter, which is provided inAppendix C. The Governance Committee’s charter is not available on the Funds’ website. The Governance Committee held four meetings during the fiscal year ended December 31, 2019.
Compliance Committee. The Compliance Committee’s functions include, among other things, monitoring, supervising and assessing the performance of the Funds’ Chief Compliance Officer and reviewing his compensation, reviewing periodically and recommending changes to the codes of ethics and compliance policies of the Funds and its service providers, and reviewing each Fund’s portfolio execution. The Compliance Committee held four meetings during the fiscal year ended December 31, 2019.
Advisory Fees & Expenses Committee. The Advisory Fees & Expenses Committee’s functions include reviewing and making recommendations to the Board as to contracts requiring approval of a majority of the Independent Trustees and as to any other contracts or fee proposals that may be referred to the Advisory Fees & Expenses Committee by the Board. The committee held five meetings during the fiscal year ended December 31, 2019.
Investment Oversight Committee. Each Independent Trustee also serves on an Investment Oversight Committee (each, an “IOC”). Each IOC is responsible for monitoring, on an ongoing basis, a select group of Columbia Funds overseen by the Board and gives particular consideration to such matters as each Fund’s adherence to its investment mandates, historical performance, changes in investment processes and personnel, and proposed changes to investment objectives. Investment personnel who manage the Funds attend IOC meetings from time to time to assist each IOC in its review of the Funds. During the fiscal year ended December 31, 2019,IOC 1 and IOC 2 held four meetings and IOC 3 held one meeting.
Audit Committee. The Audit Committee’s functions include making recommendations to the Board regarding the selection and performance of the independent registered public accounting firm, and reviewing matters relating to accounting and auditing practices and procedures, accounting records and the internal accounting controls of the Funds and certain service providers. The Audit Committee is comprised entirely of Independent Trustees. The Board has adopted a written charter for the Audit Committee. The Audit Committee held four meetings during the fiscal year ended December 31, 2019.
Product and Distribution Committee. The Product and Distribution Committee’s functions include, among other things, reviewing such matters relating to the marketing of the Funds and the distribution of the Fund’s shares,
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including matters relating to the design and positioning of Funds, marketing and distribution strategies for the Funds and the effectiveness and competitiveness of such strategies, as the Committee may deem appropriate. The Product and Distribution Committee held four meetings during the fiscal year ended December 31, 2019.
Trustee Meeting Attendance
The Board held six meetings during the fiscal year ended December 31, 2019. During the last fiscal year, each Nominee attended 75% or more of the Board meetings and the committee meetings (if a member thereof) held during the period. The Trust does not have a formal policy on Trustee attendance at Board and committee meetings. The Trust does not hold annual shareholders meetings and therefore the Board does not have a policy with regard to Trustee attendance at such meetings.
Beneficial Ownership of Shares of Each Fund
Appendix D to this Joint Proxy Statement provides information, as of December 31, 2019, about the beneficial ownership by the Trustees/Nominees of equity securities of each Fund.
Remuneration for Trustees and Officers
No Trustee/Nominee, other than Messrs. Truscott and Petersen, is an employee of Columbia Threadneedle or its affiliates. Each Independent Trustee receives an annual retainer fee of $190,000. The Board chair, the Audit Committee chair, Compliance Committee chair, Product and Distribution Committee chair, Advisory Fees & Expenses Committee chair and Governance Committee chair receive an additional annual retainer of $135,000, $25,000, $20,000, $20,000, $25,000 and $15,000, respectively. Each Independent Trustee also receives a fee for each Board or committee meeting attended. Independent Trustees receive a fee of $15,000 per meeting for attending anin-person or telephone Board meeting, a fee of $2,500 per meeting for attending anin-person or telephone committee meeting. Independent Trustees also are reimbursed for the expenses of attending meetings. Compensation for Consultants to the Independent Trustees is fixed at $295,000 per year. Independent Trustees may also be compensated up to $5,000 per day for participation in special activities on behalf of the Trusts if approved by the Governance Committee or the Board. Mr. Truscott receives no compensation for his service as a Trustee.
Under the terms of the Deferred Fee Agreement (the “Deferred Compensation Plan”), each eligible Independent Trustee or Consultant to the Independent Trustees may elect, on an annual basis, to defer receipt of all or a portion of compensation payable to him or her for service as an Independent Trustee for that calendar year (expressly, an Independent Trustee may elect to defer his/her annual retainer, his/her attendance fees, or both components, which together comprise total compensation for service). Fees deferred by an Independent Trustee or Consultant are credited to a book reserve account (the “Deferral Account”) established by the Columbia Funds, the value of which is derived from the rate of return of one or more Columbia Funds selected by the Independent Trustee or Consultant (with accruals to the Deferral Account beginning at such time as an Independent Trustee’s or Consultant’s fund elections having been established, and proceeds for service having been paid into such account, and terminating at such time as when proceeds become payable to such Independent Trustee or Consultant under the Deferred Compensation Plan). Independent Trustees or Consultants may change their fund elections only in accordance with the provisions of the Deferred Compensation Plan.
Distributions from an Independent Trustee’s or Consultant’s Deferral Account will be paid by check, either in a lump sum or in annual installments. Payments made in annual installments are disbursed over a period of up to ten years, following such time as an Independent Trustee or Consultant may qualify to receive such payments. If a deferring Independent Trustee or Consultant dies prior to or after the commencement of the disbursement of amounts accrued in his/her Deferral Account, the balance of the account will be distributed to his/her designated beneficiary either in lump sum or in annual payments as established by such Independent Trustee or Consultant himself/herself, his/her beneficiary or his/her estate. Amounts payable under the Deferred Compensation Plan are not funded or secured in any way, and each deferring Independent Trustee or Consultant has the status of a general unsecured creditor of the Columbia Fund(s) from which compensation has been deferred.
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Total fees paid by each Fund to the current Independent Trustees and Consultants to the Independent Trustees for the Fund’s last fiscal year are outlined inAppendix E to this Joint Proxy Statement.
Columbia pays all salaries of officers of the Trust, except for the Fund’s Chief Compliance Officer, a portion of whose salary is paid by the Trust.
Executive Officers of the Funds
Information about the executive officers of the Funds is included inAppendix F to this Joint Proxy Statement.
Independent Registered Public Accounting Firm
The Board, including the Independent Trustees, has selected PricewaterhouseCoopers LLP (“PwC”), 45 South Seventh Street, Suite 3400, Minneapolis, MN 55402, to act as the independent registered public accounting firm to audit the books and records of the Trust for the current fiscal year. The Board has selected PwC as the independent registered public accounting firm to audit the Funds’ books and review their tax returns for their respective fiscal years.
Additional information regarding fees paid during the previous two fiscal years to PwC and the Audit Committeepre-approval policies and procedures is contained inAppendix G.
Required Vote and Recommendation
Election of Trustees requires the vote of a plurality of the votes cast at the Meeting by or on behalf of shareholders of the Trust, at which a quorum is present or represented by proxy.
This Proposal 2 is not contingent on the approval of any other proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF ALL NOMINEES.
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OTHER INFORMATION (ALL PROPOSALS)
Columbia Threadneedle, located at 225 Franklin Street, Boston, Massachusetts 02110, serves as the investment manager of each Fund, the Government MMF, and administrator of the Fund as well as for fundsother Columbia Funds that invest in the Fund.Funds. Columbia Management Investment Distributors, Inc., also located at 225 Franklin Street, Boston, Massachusetts 02110, serves as the principal underwriter of each Fund, the Fund.Government MMF, and the investing Columbia ManagementFunds. Columbia Threadneedle and Columbia Management Investment Distributors, Inc. are subsidiaries of Ameriprise Financial, Inc. and are affiliated with the RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York.Companies.
Other Matters to Come Before the Meeting
Columbia ManagementThreadneedle does not know of any matters to be presented at the Meeting other than those described in this Joint Proxy Statement. If other business should properly come before the Meeting, the persons named as proxies will vote thereon in accordance with their best judgment.
Procedures for Communications to the Board
Shareholders who want to communicate with the Board or an individual Trustee must send written communications to the applicable Trust, c/o the Secretary, 225 Franklin Street, Boston, Massachusetts 02110, addressed to the Board of Trustees of the Fund or the individual Trustee. The Secretary may determine not to forward to the Board any letter that does not relate to the business of a Fund.
Proposals of Shareholders
The Trusts do not generally hold annual shareholders’ meetings, but will hold special meetings as required or deemed desirable by the relevant Board. Because the Trusts do not hold regular shareholders’ meetings, the anticipated date of the next shareholders’ meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting of the applicable Trust, including submitting nominees for election as Trustees, should send their written proposals to the applicable Trust (c/o the Secretary), 225 Franklin Street, Boston, Massachusetts 02110. Proposals must be received in a reasonable time before the Trust begins to print and mail the proxy materials for a shareholders’ meeting. The timely submission of a proposal does not guarantee its inclusion.
Principal Shareholders
Appendix B to this Joint Proxy Statement lists the persons that, to the knowledge of the Fund,Funds, owned beneficially 5% or more of the outstanding shares of any class of theeach Fund as of March 6, 2015.January 24, 2020. A shareholder who owns beneficially, directly or indirectly, more than 25% of thea Fund’s voting securities is presumed to be a “control person” (as defined in the 1940 Act) of the Fund. Funds-of-fundsColumbia Funds managed by Columbia ManagementThreadneedle may be presumed under securities laws to control thea Fund and may be able to determine the outcome of issues that are submitted to shareholders for vote. The[The Trustees and officers of the Trust,CFVIT, in the aggregate, owned less than 1% of each class of theeach CFVIT Fund’s outstanding shares as of March 6, 2015.January 24, 2020, and the Trustees and officers of CFVST II, in the aggregate, owned less than 1% of each class of each CFVST II Fund’s outstanding shares as of January 24, 2020].
Expenses and Solicitation Activities
The expenses incurred in connection with the solicitation of proxies for the Meeting with regard to the Liquidation Proposals, including preparation, filing, printing, mailing and solicitation expenses,out-of-pocket expenses and expenses of any proxy solicitation firm, will be paid separately by Columbia Management. Threadneedle. The CFVIT Funds will bear the costs associated with preparing, printing and mailing costs of the proxy in connection with the election of Trustees, pro rata based on the number of shareholder accounts.
In addition to the use of the mails,mail, proxies may be solicited personally or via facsimile, telephone or the Internet by trustees, officers and employees of the Trusts, Columbia Funds Variable Insurance Trust,Threadneedle, Columbia Management
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Investment Distributors, Inc. and the Funds’ transfer agent, Columbia Management Investment Distributors, Inc. The Fund has engagedServices Corp. Computershare Fund Services will provide shareholder meeting services and to assist in soliciting at an estimatedand tracking votes. The cost offor such services are expected to be approximately $3,659.$[ ]. The agreement with Computershare provides for indemnification of Computershare in certain circumstances, includes typical representations and warranties, sets forth service level standards and requires Computershare to keep certain information confidential.
Fiscal Year
Each Fund has a fiscal year end of December 31.
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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. Shareholders of theeach Fund who share a common address and who have not opted out of the householding process should receive a single copy of the Joint Proxy Statement together with one Proxy Card or Voting Instruction Card, as applicable, for each Contract. If you received more than one copy of the Joint Proxy Statement, you may elect to household in the future; if you received a single copy of the Joint Proxy Statement, you may opt out of householding in the future; and you may, in any event, obtain an additional copy of this Joint Proxy Statement by calling [ ] or writing to the relevant Fund at the following address: 225 Franklin Street, Boston, Massachusetts 02110, Attention: Secretary. Copies of this Joint Proxy Statement and the accompanying Notice of Joint Special Meeting are also available at[www.proxy-direct.com/col-31074].
Shareholder Reports
TheEach Fund’s most recent semiannual and annual reports previously have been mailed to shareholders. TheEach Fund will furnish, without charge, a copy of its most recent annual shareholder report to its shareholdersand semi-annual shareholder report on request. Additional copies of any of these documents are available by writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081219104, Kansas City, MO 64121-9104 or by calling (800)345-6611. All of these documents also are filed with the SEC and are available on the SEC’s website at www.sec.gov.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION CARD IS REQUESTED. APRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, AND TELEPHONE AND INTERNET VOTING IS AVAILABLE.
By order of theeach Board of Trustees,
Ryan C. Larrenaga, Secretary
It is important that you authorize proxies promptly. All shareholders, including those who expect to attend the Meeting in person, are urged to authorize their proxy as soon as possible by accessing the Internet site listed on the enclosed Proxy Card or Voting Instruction Card, by calling the toll-free number listed on the enclosed Proxy Card or Voting Instruction Card, or by mailing the enclosed
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Proxy Card or Voting Instruction Card in the enclosed return envelope, which requires no postage if mailed in the United States. To enter the Meeting, you will need proof of ownership of the shares of the relevant Fund, such as your Proxy Card or Voting Instruction Card (or a copy thereof) or, if your shares are held of record by a financial intermediary, such as a broker, or nominee, a Proxy Card from the record holder or other proof of beneficial ownership, such as a brokerage statement showing your holdings of the shares of the Fund.
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APPENDIX A
Information on Columbia Variable Portfolio — Cash ManagementGovernment Money Market Fund
The following is a brief description of Columbia Variable Portfolio – Cash ManagementGovernment Money Market Fund (for purposes of the balance of thisAppendix A, referred to as the “Government MMF” or “the Fund”), including its investment objective, fees and expenses, principal investment strategies and principal risks. The fees and expenses, principal investment strategies and principal risks of the Fund,fund, which are taken from the Fund’sits prospectus dated May 1, 2014,2019, may change from time to time. More recent fee and expense information may be found in the Fund’s semi-annual report to shareholders for the period ended June 30, 2019. In addition, the Fund’s annual report to shareholders for the yearperiod ended December 31, 2014.2019 will be available near the end of February 2020. For a copy of the Fund’s prospectus and Statement of Additional Information, which contains additional information about the Fund, or the Fund’s most recent shareholder report, contact your Participating Insurance Company or Columbia Funds by writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081219104, Kansas City, MO 64121-9104 or by calling (800)345-6611. These documents also are filed with the SEC and are available on the SEC’s website at www.sec.gov. ThisAppendix A does not constitute an offer to buy or sell shares of the Fund.Government MMF.
All references below to “Contract” refer to variable annuity contracts and/or variable life insurance policies issued by participating insurance companies. All references below to “Qualified Plan” refer to qualified pension or retirement plans. All references below to “the Investment Manager” refer to Columbia Management Investment Advisers, LLC, which is the investment adviser tomanager of the Fund.Government MMF.
Investment Objective
TheColumbia Variable Portfolio – Government Money Market Fund seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay as an investor in the Fund.Government MMF. The table does not reflect any fees or expenses imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents. If the additional fees or expenses were reflected, the expenses set forth below would be higher. The Fund’s annual operating expenses, as presented below, generally are based on expenses incurred during the Fund’s fiscal year ended December 31, 2018. No adjustments have been made to reflect any changes, such as changes in the Fund’s net assets. For the6-month period ended June 30, 2019, the Fund reported a total gross expense ratio to average net assets of 0.33% for Class 1 shares, 0.58% for Class 2 shares, and 0.46% for Class 3 shares.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Class 1 | Class 2 | Class 3 | Class 1 | Class 2 | Class 3 | |||||||||||||||||||
Management fees | 0.33% | 0.33% | 0.33% | 0.39 | % | 0.39 | % | 0.39 | % | |||||||||||||||
Distribution and/or service (12b-1) fees | 0.00% | 0.25% | 0.13% | 0.00 | % | 0.25 | % | 0.13 | % | |||||||||||||||
Other expenses | 0.15% | 0.15% | 0.15% | 0.08 | % | 0.08 | % | 0.08 | % | |||||||||||||||
Total annual Fund operating expenses | 0.48% | 0.73% | 0.61% | 0.47 | % | 0.72 | % | 0.60 | % | |||||||||||||||
Less: Fee waivers and/or expense reimbursements(a) | 0.07 | % | 0.07 | % | 0.07 | % | ||||||||||||||||||
Total annual Fund operating expenses after fee waivers and/or expense reimbursements | 0.40 | % | 0.65 | % | 0.53 | % |
(a) | Columbia Management Investment Advisers, LLC and certain of its affiliates have contractually agreed 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 April 30, 2020, unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses, subject to applicable exclusions, will not exceed the annual rates of 0.40% for Class 1, 0.65% for Class 2 and 0.525% for Class 3. |
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Example
The following example is intended to help you compare the cost of investing in the FundGovernment MMF with the cost of investing in other mutual funds. The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:
you invest $10,000 in the applicable class of Fund shares for the periods indicated,
your investment has a 5% return each year, and
• | the Fund’s total annual operating expenses remain the same as shown in theAnnual Fund Operating Expensestable above. If the expense ratio reported for the6-month period ended June 30, 2017 had been assumed, the expense examples would be higher. |
The example does not reflect any fees and expenses that apply to your Contract or Qualified Plan. Inclusion of these charges would increase expenses for all periods shown.
Since the waivers and/or reimbursements shown in theAnnual Fund Operating Expenses table above expire as indicated in the preceding table, they are only reflected in the 1 year example and the first year of the other examples. Although your actual costs may be higher or lower, based on the assumptions listed above, your costs would be:
1 year | 3 years | 5 years | 10 years | 1 year | 3 years | 5 years | 10 years | |||||||||||||||||||||||||
Class 1 (whether or not shares are redeemed) | $ | 49 | $ | 154 | $ | 269 | $ | 604 | $ | 41 | $ | 144 | $ | 256 | $ | 585 | ||||||||||||||||
Class 2 (whether or not shares are redeemed) | $ | 75 | $ | 233 | $ | 406 | $ | 906 | $ | 66 | $ | 223 | $ | 394 | $ | 888 | ||||||||||||||||
Class 3 (whether or not shares are redeemed) | $ | 62 | $ | 195 | $ | 340 | $ | 762 | $ | 54 | $ | 185 | $ | 328 | $ | 743 |
Principal Investment Strategies
The Fund’s assets primarily are invested in money market instruments, such as marketable debt obligations issued by corporations or the U.S. Government or its agencies, bank certificates of deposit, bankers’ acceptances, letters of credit, and commercial paper, including asset-backed commercial paper. The Fund may invest more than 25%MMF invests at least 99.5% of its total assets in money market instrumentsgovernment securities, cash and/or repurchase agreements collateralized solely by government securities or cash. For purposes of this policy, “government securities” are any securities issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States, or any certificate of deposit for any of the foregoing.
The Government MMF typically invests in U.S. banks, U.S. branches of foreign banksTreasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, securities. Additionally, theits agencies or instrumentalities, and repurchase agreements secured by such obligations. The Fund may invest up to 25% of its total assets in variable and floating rate instruments, and may transact in securities on a when-issued, delayed delivery or forward commitment basis (including U.S. dollar-denominated foreign investments.
Because the Fund seeks to maintain a constant net asset value of $1.00 per share, capital appreciation is not expected to play a role in the Fund’s return. The Fund’s yield will vary from day to day.
Treasury floating rate notes). The Fund restricts its investments to instruments that meet certain maturity and quality standards required by the Securities and Exchange Commission (SEC) for money market funds. For example, the Fund:
Invests substantiallyinvests in a portfolio of securities ratedmaturing in the highest short-term rating category, or deemed to be of comparable quality. However, the Fund is permitted to invest up to 3% of its total assets in securities rated in the second highest short-term rating category, or deemed to be of comparable quality.
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Limits its U.S. dollar-weighted average portfolio maturity to 60 days or less and its U.S. dollar-weighted average life to 120 days or less.
Buys obligations with remaining maturities of 397 days or less (as maturity is calculated by SECU.S. Securities and Exchange Commission (SEC) rules governing the operation of money market funds). that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
The securities purchased by the Government MMF are subject to the quality, diversification, and other requirements of Rule2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act), and other rules of the SEC. Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in government securities and/or repurchase securities that are collateralized by government securities. The Fund will only purchase government securities, cash, repurchase agreements collateralized solely by government securities or cash, and up to 0.5% of the Fund’s total assets may be invested in other securities that present minimal credit risk as determined by Columbia Management Investment Advisers, LLC, the Fund’s investment manager (the Investment Manager), pursuant to guidelines approved by the Fund’s Board of Trustees.
The Board of Trustees of the Fund has determined that the Fund will not be subject to liquidity fees and redemption gates at this time.
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In pursuit of the Fund’s objective, the Investment Manager observes the macro environment to set a framework for portfolio construction, including looking for positive and negative trends in the economy and market. In evaluating whether to purchase a security, the Investment Manager:
Considers opportunities and risks given current interest rates and anticipated interest rates.
Buys only obligationsPurchases securities based on the timing of cash flows in and out of the Fund.
Considers the impact of the purchase on the Fund’s average maturity and duration.
Considers a security’s yield, relative value and credit characteristics.
In evaluating whether to sell a security, the Investment Manager considers, among other factors, whether in its view:
The issuer’s fundamentals are deteriorating.
Political, economic, or other events could affect the issuer’s performance.
The Investment Manager believes that are denominated in U.S. dollars and present minimal credit risk.it has identified a more attractive opportunity.
The issuer or the security no longer meets the security selection criteria described above.
The Fund’s investment policy with respect to 80% of its net assets may be changed by the Fund’s Board of Trustees without shareholder approval as long as shareholders are given 60 days’ advance written notice of the change.
Principal Risks
An investment in the Fund involves risks, includingMoney Market Fund Risk,Interest Rate Risk, andCredit Risk. Descriptions of these and other principle risks of investing in the Fund are provided below.
You could lose money by investing in the Government MMF. Although the Fund seeks to preserve the net asset value (NAV) of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. AlthoughThe Fund’s sponsor has no legal obligation to provide financial support to the Fund, seeksand you should not expect that the sponsor or any person will provide financial support to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
The principal risks associated with an investment in the Fund include:at any time.
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 Fund’s investment objective. Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives. The Fund may fail to achieve its investment objective and you may lose money.objectives and/or strategies.
Asset-Backed Securities Risk. The value of the Fund’s asset-backed securities may be affected by, among other things, changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market’s assessment of the quality of underlying assets. Most asset-backed securities are subject to prepayment risk (i.e., the risk that the Fund will have to reinvest the money received in securities that have lower yields). Rising or high interest rates tend to extend the duration of asset-backed securities, resulting in valuations that are volatile and sensitive to changes in interest rates.
Changing Distribution Level Risk. The Fund will normally receive income which may include interest, dividends and/or capital gains, depending upon its investments. The distribution amount of the distributions paid by the Fund will vary and generally depends on the amount of interest income and/or dividends received by the Fund earns (less expenses) on its portfolio holdings, and capital gains or losses it recognizes. A decline in the securities it holds. The FundFund’s income or net capital gains arising from its investments may not be able to pay distributions or may have to reduce its distribution level if the interest income and/or dividends the Fund receives from its investments decline.level.
Credit Risk.Credit risk is the risk that the issuervalue of a debt security or instrument in the Fund’s portfolio may or will defaultdecline in price if the issuer fails to pay interest or repay principal when due. The value of debt instruments may decline if the issuer of the instrument defaults or otherwise becomebecomes unable or unwilling, or is perceived to be unable or unwilling, to honor aits financial obligation,obligations, such as making payments to the Fund when due. Various factors could affect the actual or perceived willingness or ability of the issuer to make timely interest or principal payments, including changes in the financial condition of the issuer or general economic conditions. Debt instruments backed by an issuer’s taxing authority may be subject to legal limits on the issuer’s 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 issuer’s taxing authority, and thus may have a greater risk of default. Rating agencies assign credit ratings to certain debt instruments to indicate their credit risk. Unrated instruments held by the Fund may present increased credit risk as
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compared to higher-rated instruments. If the Fund purchases unrated securities,debt instruments, or if the ratingratings of a security isinstruments held by the Fund are lowered after purchase, the Fund will depend on analysis of credit risk more heavily than usual. Unrated securities held by the Fund may present increased credit risk as compared to higher-rated securities.
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. Foreign securities subject the Fund to the risks associated with investing in
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the particular country of an issuer, including the political, regulatory, economic, social, diplomatic and other conditions or events occurring in the country or region, as well as risks associated with less developed custody and settlement practices. Foreign securities may be more volatile and less liquid than investments in securities of U.S. companies, and are subject to the risks associated with potential imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country.
Industry Concentration Risk. Investments that are concentrated in a particular industry will make the Fund’s portfolio value more susceptible to the events or conditions impacting that particular industry. Because the Fund may invest more than 25% of its total assets in money market instruments issued by banks, the value of the Fund may be adversely affected by economic, political or regulatory developments in or that impact the banking industry.
Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. AIn 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 overall levelvalue 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. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk (the risk that the Fund will have to reinvest the money received in securities that have lower yields). Similarly, a period of rising interest rates may negatively impact the Fund’s performance. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the decline in the pricesvalue of fixed-income securitiesdebt instruments held by the Fund.Fund, resulting in a negative impact on the Fund’s performance and NAV. The Fund’s yield will vary; it is not fixed for a specific period like the yield on a bank certificate of deposit. Falling interest rates may result in a decline in the Fund’s income and yield (since the Fund must then invest in lower-yielding fixed-income securities). Under certain circumstances, the yield decline could cause the Fund’s net yield to be negative (such as when Fund expenses exceed income levels).
Issuer Risk. An issuer in which Rising interest rates may prompt redemptions from the Fund, invests orwhich may force the Fund to sell investments at a time when it is not advantageous to do so, which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughscould result in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors.losses.
Market Risk. Market risk refers to the possibility that theThe market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. Under certainThe value of Fund investments may fall or fail to rise because of a variety of actual or perceived factors affecting an issuer (e.g., unfavorable news), the industry or sector in which it operates, or the market conditions debt securitiesas a whole, which may have greater price volatility than equity securities. Anreduce the value of an investment in the Fund. Accordingly, an investment in the Fund could lose money over short or even long periods. The market values of the investments the Fund holds can be affected by changes or potential or perceived changes in U.S. or foreign economies, financial markets, interest rates and the liquidity of these investments, among other factors.
Money Market Fund Risk. AnAlthough government money market funds (such as the Fund) may seek to preserve the value of shareholders’ investment in the Fund is not a bank deposit, and is not insured or guaranteed by the Investment Manager, the Investment Manager’s parent, the FDIC or any other government agency, and it is possible to lose money by investing in the Fund. The Fund seeks to maintain a constant net asset value ofat $1.00 per share, but the net asset valuesNAVs of such money market fund shares can fall, and in infrequent cases in the past have fallen, below $1.00 per share, potentially causing shareholders who redeem their shares at such net asset valuesNAVs to lose money from their original investment. If the net asset value of Fund shares were to fall below $1.00 per share, there is no guarantee that the Investment Manager or its affiliates would protect the Fund or redeeming shareholders against a loss of principal.
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At times of (i) significant redemption activity by shareholders, including, for example, when a single investor or a few large investors make a significant redemption of Fund shares, (ii) insufficient levels of cash in the Fund’s portfolio to satisfy redemption activity, and (iii) disruption in the normal operation of the markets in which the Fund buys and sells portfolio securities, the Fund could be forced to sell portfolio securities at unfavorable prices in order to generate sufficient cash to pay redeeming shareholders. Sales of portfolio securities at such times could result in losses to the Fund and cause the net asset valueNAV of Fund shares to fall below $1.00 per share. Additionally, in some cases, the default of a single portfolio security could cause the net asset valueNAV of Fund shares to fall below $1.00 per share. In addition, neither the Investment Manager nor any of its affiliates has a legal obligation to provide financial support to the Fund, and you should not expect that they or any person will provide financial support to the Fund at any time. The Fund may suspend redemptions or the payment of redemption proceeds when permitted by applicable regulations.
Regulatory Risk. Money market funds andIt is possible that, during periods of low prevailing interest rates or otherwise, the income from portfolio securities they invest in are subjectmay be less than the amount needed to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation or performance of the Fund. For example, the SEC has proposed amendments to money market regulation, which may have adverse consequences for money market funds, including the Fund. These changes, if adopted, may affect the Fund’s ability to implement its investment strategies,pay ongoing Fund operating expenses and may impactprevent payment of any dividends or distributions to Fund shareholders or cause the Fund’s future operations, performance and/NAV of Fund shares to fall below $1.00 per share. In such cases, the Fund may reduce or yields.eliminate the payment of such dividends or distributions or seek to reduce certain of its operating expenses. There is no guarantee that such actions would enable the Fund to maintain a constant NAV of $1.00 per share.
Reinvestment Risk. Reinvestment risk is the risk thatarises when the Fund will not be ableis unable to reinvest income or principal at the same return it is currently earning.
Repurchase Agreements Risk. Repurchase agreements are agreements in which the seller of a security to the Fund agrees to repurchase that security from the Fund at a mutually agreed upon price and time. Repurchase agreements carry the risk that the counterparty may not fulfill its obligations under the agreement. This could cause the Fund’s income and the value of your investment in the Fund to decline.
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U.S. Government Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e.(i.e., the risk that the U.S. Government may be, or may be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury.
When-Issued, Delayed Settlement and Forward Commitment Transactions, Including U.S. Treasury Floating Rate Notes Risk.When-issued, delayed delivery, and forward commitment transactions generally involve the purchase of a security with payment and delivery at some time in the future – i.e., beyond normal settlement. A Fund does not earn interest on such securities until settlement and bears the risk of market value fluctuations in between the purchase and settlement dates. Such transactions include floating rate obligations issued by the U.S. Treasury. Securities with floating or variable interest rates can be less sensitive to interest rate changes than securities with fixed interest rates, but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. A decline in interest rates may result in a reduction in income received from floating rate securities held by the Fund and may adversely affect the value of the Fund’s shares. Generally, floating rate securities carry lower yields than fixed notes of the same maturity. The interest rate for a floating rate note resets or adjusts periodically by reference to a benchmark interest rate. The impact of interest rate changes on floating rate investments is typically mitigated by the periodic interest rate reset of the investments. Securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile than securities with shorter durations. The supply of floating rate notes issued by the U.S. Treasury will be limited. There is no guarantee or assurance that: the Fund will be able to invest in a desired amount of floating rate notes or be able to buy floating rate notes at a desirable price; floating rate notes will continue to be issued by the U.S. Treasury; or floating rate notes will be actively traded. Any or all of the foregoing, should they occur, would negatively impact the Fund.
A-5
APPENDIX B
Shares Outstanding
As of the Record Date, theeach Fund had outstanding the following number of shares of the classes indicated below.
Class 1 | Class 2 | Total | ||
6,766,997.215 | 382,814.314 | 7,149,811.529 |
Fund | Class 1 | Class 2 | Total | |||||||||
Columbia Funds Variable Insurance Trust | ||||||||||||
Columbia Variable Portfolio – Asset Allocation Fund | [_____ | ] | [_____ | ] | [_____ | ]�� | ||||||
Columbia Variable Portfolio – Contrarian Core Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Diversified Absolute Return Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Long Government/Credit Bond Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Small Cap Value Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Small Company Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Strategic Income Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
CTIVP® – AQR Managed Futures Strategy Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
CTIVP® – Lazard International Equity Advantage Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Risk Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Risk U.S. Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Volatility Conservative Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Volatility Conservative Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Volatility Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – U.S. Flexible Conservative Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – U.S. Flexible Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – U.S. Flexible Moderate Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Funds Variable Series Trust II | ||||||||||||
Columbia Variable Portfolio – U.S. Equities Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Columbia Wanger International Equities Fund | [_____ | ] | [_____ | ] | [_____ | ] |
Number of Votes to Which Eachwhich each Class Isis Entitled
As of the Record Date, each class of theeach Fund is entitled to the following number of votes:
Class 1 | Class 2 | Total | ||
$46,759,950.76 | $2,629,934.34 | $49,389,885.09 |
Fund | Class 1 | Class 2 | Total | |||||||||
Columbia Funds Variable Insurance Trust | ||||||||||||
Columbia Variable Portfolio – Asset Allocation Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Contrarian Core Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Diversified Absolute Return Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Long Government/Credit Bond Fund | [_____ | ] | [_____ | ] | [_____ | ] |
B-1
Fund | Class 1 | Class 2 | Total | |||||||||
Columbia Variable Portfolio – Small Cap Value Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Small Company Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Columbia Variable Portfolio – Strategic Income Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
CTIVP® – AQR Managed Futures Strategy Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
CTIVP® – Lazard International Equity Advantage Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Risk Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Risk U.S. Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Volatility Conservative Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Volatility Conservative Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Managed Volatility Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – U.S. Flexible Conservative Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – U.S. Flexible Growth Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – U.S. Flexible Moderate Growth Fund | [_____ | ]�� | [_____ | ] | [_____ | ] | ||||||
Columbia Funds Variable Series Trust II | ||||||||||||
Columbia Variable Portfolio – U.S. Equities Fund | [_____ | ] | [_____ | ] | [_____ | ] | ||||||
Variable Portfolio – Columbia Wanger International Equities Fund | [_____ | ] | [_____ | ] | [_____ | ] |
Principal Holders and Control Persons
As of the Record Date, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” (i.e., owns of record or is known by the TrustTrusts to own beneficially 5% or more of any class of theeach Fund’s outstanding shares) and each investor who owned 25% or more of theeach Fund’s shares (all share classes taken together) is listed below. Investors who own more than 25% of thea Fund’s shares may be presumed under securities laws to control the Fund and may be able to determine the outcome of issues that are submitted to shareholders for vote. Funds managed by Columbia Management hold approximately 98% of the outstanding shares of the Fund.
Shareholder Name | Share Class | % of Share Class | % of Fund (if greater than 25%) | |||
JPMCB NA CUST FOR VP MODERATE 14201 N DALLAS PKWY FL 13 DALLAS, TX 75254-2916(a) | Class 1 | 63.72% | 60.31% | |||
JPMCB NA CUST FOR VP MODERATELY AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS, TX 75254-2916(a) | Class 1 | 18.61% | N/A | |||
JPMCB NA CUST FOR VP AGGRESSIVE 14201 N DALLAS PKWY FL 13 DALLAS, TX 75254-2916(a) | Class 1 | 10.95% | N/A | |||
JPMCB NA CUST FOR VP MODERATELY CONSERVATIVE 14201 N DALLAS PKWY FL 13 DALLAS, TX 75254-2916(a) | Class 1 | 5.19% | N/A | |||
RIVERSOURCE LIFE ACCOUNT FOR INSIDE DISTRIBUTION (LIFE) 222 AMERIPRISE FINANCIAL CTR MINNEAPOLIS, MN 55474-0002 | Class 2 | 96.20% | N/A |
Fund | Shareholder Name and Address | Share Class | Percentage of Class | Percentage of Fund (if greater than 25%) | ||||
[ ] | [ ] | [ ] | [ ] | [ ] |
B-2
APPENDIX C
CFVIT Governance Committee Charter
1. |
|
2. | The functions of the Committee are: |
(a) | To make nominations for independent trustee membership on the Board of Trustees when necessary and to consider candidates proposed for the Board of Trustees by shareholders of the Funds; |
(b) | To review periodically Board governance practices and procedures and to recommend to the Board any changes it may deem appropriate; |
(c) | To review periodically trustee compensation and to recommend to the independent trustees any changes it may deem appropriate; |
(d) | To review committee chair assignments and committee assignments on an annual basis; |
(e) | To review on an annual basis the responsibilities and charter of each committee of the Board, whether there is |
(f) | To plan and administer the Board’s annual self-evaluation process; |
(g) | To consider the structure, operations and effectiveness of the Committee annually; |
(h) | To evaluate on at |
(i) | To determine the allocation of responsibility for oversight of the Funds among the various Investment Oversight Committees. |
3. | The Committee shall meet as frequently and at such times as circumstances dictate. Minutes shall be kept of the Committee’s meetings. |
4. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund. |
5. | The Committee shall review this charter at least annually and recommend to the Board any changes it deems appropriate. |
B-1C-1
C-1881-3 A (3/15)
EVERY SHAREHOLDER’S VOTE IS IMPORTANTBeneficial Ownership of Equity Securities by the Trustees and Nominees in the Funds and in Family of Investment Companies
The following table sets forth, for each Trustee/Nominee, the aggregate dollar range of shares owned by the Trustees/Nominees as of December 31, 2019 in the Funds’ “Family of Investment Companies” (as defined in Item 22(a)(1)(iv) of Rule14a- 101 under the Exchange Act). The tables only include ownership of Columbia Funds overseen by the Trustees; Trustees may own shares of other Columbia Funds they do not oversee. As of December 31, 2019, none of the Trustee/Nominees had an interest in shares of the CFVIT Funds.
Independent Trustees |
| |||
Janet L. Carrig | 100,000 | (a) | ||
Douglas A. Hacker | 100,000 | |||
Nancy T. Lukitsh | Over $ | 100,000 | ||
David Moffett | Over $ | 100,000 | (a) | |
John J. Neuhauser | Over $ | 100,000 | ||
Patrick J. Simpson | Over $ | 100,000 | (a) | |
Consultants to the Trustees | ||||
J. Kevin Connaughton | Over $ | 100,000 | ||
Olive Darragh | ||||
Natalie A. Trunow | (a) | |||
Interested Trustee | ||||
William F. Truscott | Over $ | 100,000 | ||
Interested Trustee Nominee | ||||
Christopher O. Petersen | ||||
[ ] |
(a) |
|
D-1
APPENDIX E
Trustee Compensation (CFVIT Only)
Compensation Paid to Independent Trustees and Consultants to the Independent Trustees
Total Trustees’ and consultant fees paid by each Fund to the Trustees and Consultants to the Independent Trustees are listed below for the Fund’s last fiscal year. No Trustee (or Consultant to the Trustees) listed below received pension or retirement benefits accrued as part of any Fund’s expenses in any Fund’s last fiscal year. All Trustees (or Consultants to the Independent Trustees) receive reimbursements for reasonable expenses related to their attendance at meetings of the Board or standing committees, which are not included in the amounts shown.
Name | Total Cash Compensation from the Columbia Funds Complex Paid to Trustee(a) | Amount Deferred from Total Compensation(b) | ||||||
Trustee | ||||||||
Janet L. Carrig | $ | 301,000 | $ | 301,000 | ||||
Douglas A. Hacker | $ | 416,000 | $ | 0 | ||||
Nancy T. Lukitsh | $ | 318,500 | $ | 0 | ||||
David M. Moffett | $ | 303,500 | $ | 303,500 | ||||
John J. Neuhauser | $ | 304,000 | $ | 0 | ||||
Patrick J. Simpson | $ | 313,500 | $ | 128,500 | ||||
Anne-Lee Verville(c) | $ | 296,500 | $ | 0 | ||||
Consultant | ||||||||
J. Kevin Connaughton | $ | 287,500 | $ | 0 | ||||
Olive Darragh(d) | $ | 156,333 | $ | 0 | ||||
Natalie Trunow | $ | 287,500 | $ | 175,000 |
(a) |
Includes any portion of cash compensation Trustees or Consultants elected to defer during the period. |
(b) |
The Trustees may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Fee Agreement is described below. As of December 31, 2019, the value of Ms. Carrig’s account under the deferred compensation plan was $[ ], the value of Mr. Moffett’s account under the plan was $[ ], the value of Mr. Simpson’s account under the plan was $[ ] and the value of Ms. Trunow’s account under the plan was $[ ]. |
(c) |
|
(d) | ||||
Ms. Darragh was appointed consultant to the Independent Trustees effective June 10, 2019, and as such has no compensation prior to such date. |
Compensation by Fund
Fund | Independent Trustees | Consultants to Independent Trustees | ||||||||||||||||||||||||||||||||||||||
Janet L. Carrig | Douglas A. Hacker | Nancy T. Lukitsh | David M. Moffett | John J. Neuhauser | Patrick J. Simpson | Anne-Lee Verville(a) | J. Kevin Connaughton | Olive Darragh(b) | Natalie Trunow | |||||||||||||||||||||||||||||||
Columbia Variable Portfolio – Asset Allocation Fund | $ | 1,563 | $ | 2,165 | $ | 1,655 | $ | 1,576 | $ | 1,579 | $ | 1,629 | $ | 1,540 | $ | 1,504 | $ | 814 | $ | 1,504 |
E-1
Fund | Independent Trustees | Consultants to Independent Trustees | ||||||||||||||||||||||||||||||||||||||
Janet L. Carrig | Douglas A. Hacker | Nancy T. Lukitsh | David M. Moffett | John J. Neuhauser | Patrick J. Simpson | Anne-Lee Verville(a) | J. Kevin Connaughton | Olive Darragh(b) | Natalie Trunow | |||||||||||||||||||||||||||||||
Amount Deferred(c) | $ | 1,563 | $ | 0 | $ | 0 | $ | 1,576 | $ | 0 | $ | 661 | $ | 0 | $ | 0 | $ | 0 | $ | 916 | ||||||||||||||||||||
Columbia Variable Portfolio – Contrarian Core Fund | $ | 4,389 | $ | 6,093 | $ | 4,649 | $ | 4,428 | $ | 4,436 | $ | 4,575 | $ | 4,325 | $ | 4,250 | $ | 2,271 | $ | 4,250 | ||||||||||||||||||||
Amount Deferred(c) | $ | 4,389 | $ | 0 | $ | 0 | $ | 4,428 | $ | 0 | $ | 1,838 | $ | 0 | $ | 0 | $ | 0 | $ | 2,588 | ||||||||||||||||||||
Columbia Variable Portfolio – Diversified Absolute Return Fund | $ | 1,944 | $ | 2,695 | $ | 2,058 | $ | 1,961 | $ | 1,964 | $ | 2,026 | $ | 1,915 | $ | 1,874 | $ | 1,010 | $ | 1,874 | ||||||||||||||||||||
Amount Deferred(c) | $ | 1,944 | $ | 0 | $ | 0 | $ | 1,961 | $ | 0 | $ | 819 | $ | 0 | $ | 0 | $ | 0 | $ | 1,141 | ||||||||||||||||||||
Columbia Variable Portfolio – Long Government/Credit Bond Fund | $ | 4,385 | $ | 6,069 | $ | 4,641 | $ | 4,422 | $ | 4,429 | $ | 4,568 | $ | 4,320 | $ | 4,209 | $ | 2,313 | $ | 4,209 | ||||||||||||||||||||
Amount Deferred(c) | $ | 4,385 | $ | 0 | $ | 0 | $ | 4,422 | $ | 0 | $ | 1,860 | $ | 0 | $ | 0 | $ | 0 | $ | 2,562 | ||||||||||||||||||||
Columbia Variable Portfolio – Small Cap Value Fund | $ | 2,133 | $ | 2,934 | $ | 2,255 | $ | 2,148 | $ | 2,151 | $ | 2,220 | $ | 2,098 | $ | 2,008 | $ | 1,088 | $ | 2,008 | ||||||||||||||||||||
Amount Deferred(c) | $ | 2,133 | $ | 0 | $ | 0 | $ | 2,148 | $ | 0 | $ | 927 | $ | 0 | $ | 0 | $ | 0 | $ | 1,223 | ||||||||||||||||||||
Columbia Variable Portfolio – Small Company Growth Fund | $ | 1,571 | $ | 2,152 | $ | 1,660 | $ | 1,581 | $ | 1,583 | $ | 1,634 | $ | 1,545 | $ | 1,463 | $ | 804 | $ | 1,463 | ||||||||||||||||||||
Amount Deferred(c) | $ | 1,571 | $ | 0 | $ | 0 | $ | 1,581 | $ | 0 | $ | 693 | $ | 0 | $ | 0 | $ | 0 | $ | 891 | ||||||||||||||||||||
Columbia Variable Portfolio – Strategic Income Fund | 1,796 | 2,486 | 1,901 | 1,811 | 1,814 | 1,871 | 1,769 | 1,725 | 939 | 1,725 | ||||||||||||||||||||||||||||||
Amount Deferred(c) | $ | 1,796 | $ | 0 | $ | 0 | $ | 1,811 | $ | 0 | $ | 761 | $ | 0 | $ | 0 | $ | 0 | $ | 1,050 | ||||||||||||||||||||
CTIVP® – AQR Managed Futures Strategy Fund | $ | 1,947 | $ | 2,699 | $ | 2,061 | $ | 1,964 | $ | 1,967 | $ | 2,028 | $ | 1,918 | $ | 1,878 | $ | 1,016 | $ | 1,878 | ||||||||||||||||||||
Amount Deferred(c) | $ | 1,947 | $ | 0 | $ | 0 | $ | 1,964 | $ | 0 | $ | 820 | $ | 0 | $ | 0 | $ | 0 | $ | 1,144 | ||||||||||||||||||||
CTIVP® – Lazard International Equity Advantage Fund | $ | 7,197 | $ | 9,952 | $ | 7,619 | $ | 7,246 | $ | 7,260 | $ | 7,499 | $ | 7,078 | $ | 6,894 | $ | 3,765 | $ | 6,894 |
E-2
Fund | Independent Trustees | Consultants to Independent Trustees | ||||||||||||||||||||||||||||||||||||||
Janet L. Carrig | Douglas A. Hacker | Nancy T. Lukitsh | David M. Moffett | John J. Neuhauser | Patrick J. Simpson | Anne-Lee Verville(a) | J. Kevin Connaughton | Olive Darragh(b) | Natalie Trunow | |||||||||||||||||||||||||||||||
Amount Deferred(c) | $ | 7,197 | $ | 0 | $ | 0 | $ | 7,246 | $ | 0 | $ | 3,063 | $ | 0 | $ | 0 | $ | 0 | $ | 4,196 | ||||||||||||||||||||
Variable Portfolio – Managed Risk Fund | $ | 1,695 | $ | 2,340 | $ | 1,793 | $ | 1,708 | $ | 1,711 | $ | 1,765 | $ | 1,669 | $ | 1,617 | $ | 895 | $ | 1,617 | ||||||||||||||||||||
Amount Deferred(c) | $ | 1,695 | $ | 0 | $ | 0 | $ | 1,708 | $ | 0 | $ | 726 | $ | 0 | $ | 0 | $ | 0 | $ | 983 | ||||||||||||||||||||
Variable Portfolio – Managed Risk U.S. Fund | 1,662 | 2,294 | 1,759 | 1,675 | 1,678 | 1,731 | 1,637 | 1,583 | 877 | 1,583 | ||||||||||||||||||||||||||||||
Amount Deferred(c) | $ | 1,662 | $ | 0 | $ | 0 | $ | 1,675 | $ | 0 | $ | 713 | $ | 0 | $ | 0 | $ | 0 | $ | 963 | ||||||||||||||||||||
Variable Portfolio – Managed Volatility Conservative Fund | $ | 2,359 | $ | 3,260 | $ | 2,497 | $ | 2,378 | $ | 2,382 | $ | 2,457 | $ | 2,323 | $ | 2,253 | $ | 1,239 | $ | 2,253 | ||||||||||||||||||||
Amount Deferred(c) | $ | 2,359 | $ | 0 | $ | 0 | $ | 2,378 | $ | 0 | $ | 1,008 | $ | 0 | $ | 0 | $ | 0 | $ | 1,371 | ||||||||||||||||||||
Variable Portfolio – Managed Volatility Conservative Growth Fund | 4,136 | 5,727 | 4,378 | 4,170 | 4,178 | 4,309 | 4,074 | 3,976 | 2,157 | 3,976 | ||||||||||||||||||||||||||||||
Amount Deferred(c) | $ | 4,136 | $ | 0 | $ | 0 | $ | 4,170 | $ | 0 | $ | 1,750 | $ | 0 | $ | 0 | $ | 0 | $ | 2,421 | ||||||||||||||||||||
Variable Portfolio – Managed Volatility Growth Fund | $ | 22,173 | $ | 30,720 | $ | 23,475 | $ | 22,357 | $ | 22,396 | $ | 23,103 | $ | 21,838 | $ | 21,353 | $ | 11,570 | $ | 21,353 | ||||||||||||||||||||
Amount Deferred(c) | $ | 22,173 | $ | 0 | $ | 0 | $ | 22,357 | $ | 0 | $ | 9,363 | $ | 0 | $ | 0 | $ | 0 | $ | 12,998 | ||||||||||||||||||||
Variable Portfolio – U.S. Flexible Conservative Growth Fund | $ | 1,798 | $ | 2,479 | $ | 1,902 | $ | 1,812 | $ | 1,815 | $ | 1,872 | $ | 1,770 | $ | 1,709 | $ | 950 | $ | 1,709 | ||||||||||||||||||||
Amount Deferred(c) | $ | 1,798 | $ | 0 | $ | 0 | $ | 1,812 | $ | 0 | $ | 774 | $ | 0 | $ | 0 | $ | 0 | $ | 1,039 | ||||||||||||||||||||
Variable Portfolio – U.S. Flexible Growth Fund | $ | 5,662 | $ | 7,755 | $ | 5,983 | $ | 5,701 | $ | 5,707 | $ | 5,891 | $ | 5,570 | $ | 5,280 | $ | 3,073 | $ | 5,280 | ||||||||||||||||||||
Amount Deferred(c) | $ | 5,662 | $ | 0 | $ | 0 | $ | 5,701 | $ | 0 | $ | 2,502 | $ | 0 | $ | 0 | $ | 0 | $ | 3,206 | ||||||||||||||||||||
Variable Portfolio – U.S. Flexible Moderate Growth Fund | $ | 4,151 | $ | 5,703 | $ | 4,388 | $ | 4,180 | $ | 4,186 | $ | 4,320 | $ | 4,084 | $ | 3,906 | $ | 2,230 | $ | 3,906 | ||||||||||||||||||||
Amount Deferred(c) | $ | 4,151 | $ | 0 | $ | 0 | $ | 4,180 | $ | 0 | $ | 1,811 | $ | 0 | $ | 0 | $ | 0 | $ | 2,373 |
E-3
(a) | Ms. Verville served as Trustee until her retirement on December 11, 2019. |
(b) | Ms. Darragh was appointed consultant to the Independent Trustees effective June 10, 2019, and as such has no compensation prior to such date. |
(c) | Under the terms of the Deferred Fee Agreement (the “Deferred Compensation Plan”), each eligible Trustee or Consultant may elect, on an annual basis, to defer receipt of all or a portion of compensation payable to him or her for service as a Trustee for that calendar year (expressly, a Trustee may elect to defer his/her annual retainer, his/her attendance fees, or both components, which together comprise total compensation for service). Deferred fees are credited to a book reserve account (the “Deferral Account”) established by the Columbia Funds, the value of which is derived from the rate of return of one or more selected Columbia Funds (with accruals to the Deferral Account beginning at such time as fund elections having been established, and proceeds for service having been paid into such account, and terminating at such time as when proceeds become payable under the Deferred Compensation Plan). Trustees and Consultants may change their fund elections only in accordance with the provisions of the Deferred Compensation Plan. |
E-4
APPENDIX F
Executive Officer Information (CFVIT Only)
Biographical Information Regarding Executive Officers of the Funds.
Information regarding the current executive officers of each Fund is shown below.
Name, Address, 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 | ||
Michael G. Clarke 225 Franklin Street Boston, MA 02110 Born 1969 | Chief Financial Officer and Principal Financial Officer (2009) and Senior Vice President (2019) | Vice President – Accounting and Tax, Columbia Management Investment Advisers, LLC, since May 2010; senior officer of Columbia Funds and affiliated funds since 2002 (previously Treasurer and Chief Accounting Officer, January 2009 – December 2018 and December 2015 – December 2018, respectively). | ||
Joseph Beranek 5890 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 | Treasurer and Chief Accounting Officer (Principal Accounting Officer) (2019) and Principal Financial Officer (2020) | Vice President - Mutual Fund Accounting and Financial Reporting, Columbia Management Investment Advisers, LLC, since December 2018 and March 2017, respectively (previously Vice President – Pricing and Corporate Actions, May 2010 – March 2017). | ||
Dan Beckman 225 Franklin Street Boston, MA 02110 Born 1962 | Senior Vice President (2020) | Vice President – Head of North America Product, Columbia Management Investment Advisers, LLC (since April 2015); previously, Senior Vice President of Investment Product Management, Fidelity Financial Advisor Solutions, a division of Fidelity Investments (January 2012 – March 2015) | ||
Paul B. Goucher 485 Lexington Avenue New York, NY 10017 Born 1968 | Senior Vice President (2011) and Assistant Secretary (2008) | Senior Vice President and Assistant General Counsel, Ameriprise Financial, Inc. since January 2017 (previously Vice President and Lead Chief Counsel, November 2008 – January 2017 and January 2013 – January 2017, respectively); Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since March 2015 (previously Vice President and Assistant Secretary, May 2010 – March 2015). | ||
Thomas P. McGuire 225 Franklin Street Boston, MA 02110 Born 1972 | Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010. | ||
Colin Moore 225 Franklin Street Boston, MA 02110 Born 1958 | Senior Vice President (2010) | Executive Vice President and Global Chief Investment Officer, Ameriprise Financial, Inc., since July 2013; Executive Vice President and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since July 2013. |
F-1
Name, Address, Year of Birth |
Appointed to Position for any Fund in the Columbia Funds Complex or a Predecessor Thereof | Principal Occupation(s) During | |||
225 Franklin Street Boston, MA 02110 Born 1970 | |||||
| |||||
225 Franklin Street Boston, MA 02110 Born 1968 | Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since May 2010. | |||
Lyn Kephart-Strong 5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1960 | President, Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009. |
F-2
APPENDIX G
Additional Information Regarding Audit Fees and Audit CommitteePre-Approval Procedures (CFVIT Only)
Audit Fees
Fee information below is disclosed for the CFVIT Funds. Fee information for fiscal year end 2018 includes fees for two funds that liquidated during the period and two funds that commenced operations during the period.
(a) Audit Fees. Aggregate Audit Fees billed by the principal accountant for professional services rendered during the fiscal years ended December 31, 2019 and December 31, 2018 are approximately as follows:
2019 | 2018 | |||
$554,000 | $ | 430,600 |
Audit Fees include amounts related to the audit of CFVIT’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(b) Audit-Related Fees.Aggregate Audit-Related Fees billed to CFVIT by the principal accountant for professional services rendered during the fiscal years ended December 31, 2019 and December 31, 2018 are approximately as follows:
2019 | 2018 | |||
$ 0 | $ | 0 |
Audit-Related Fees include amounts for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of CFVIT’s financial statements and are not reported in Audit Fees above.
During the fiscal years ended December 31, 2019 and December 31, 2018, there were no Audit-Related Fees billed by CFVIT’s principal accountant to CFVIT’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to CFVIT for an engagement that related directly to the operations and financial reporting of CFVIT.
(c) Tax Fees. Aggregate Tax Fees billed by the principal accountant to CFVIT for professional services rendered during the fiscal years ended December 31, 2019 and December 31, 2018 are approximately as follows:
2019 | 2018 | |||
$120,000 | $ | 133,500 |
Tax Fees include amounts for the review of annual tax returns, the review of required shareholder distribution calculations and typically include amounts for professional services by the principal accountant for tax compliance, tax advice and tax planning. Fiscal years 2019 and 2018 also include Tax Fees for agreed-upon procedures related to foreign tax filings.
During the fiscal years ended December 31, 2019 and December 31, 2018, there were no Tax Fees billed by CFVIT’s principal accountant to CFVIT’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to CFVIT for an engagement that related directly to the operations and financial reporting of CFVIT.
G-1
(d) All Other Fees. Aggregate All Other Fees billed by the principal accountant to CFVIT for professional services rendered during the fiscal years ended December 31, 2019 and December 31, 2018 are approximately as follows:
2019 | 2018 | |||
$ 0 | $ | 0 |
All Other Fees include amounts for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) above.
Aggregate All Other Fees billed by CFVIT’s principal accountant to CFVIT’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to CFVIT for an engagement that related directly to the operations and financial reporting of CFVIT during the fiscal years ended December 31, 2019 and December 31, 2018 are approximately as follows:
2019 | 2018 | |||
$235,000 | $ | 235,000 |
In fiscal years 2019 and 2018, All Other Fees primarily consists of fees billed for internal control examinations of CFVIT’s transfer agent and investment adviser.
Audit CommitteePre-Approval Policies and Procedures
CFVIT’s Audit Committee is required topre-approve the engagement of CFVIT’s independent auditors to provide audit andnon-audit services to CFVIT andnon-audit services to its investment adviser (excluding anysub-adviser whose role is primarily portfolio management and issub-contracted or overseen by another investment adviser (the “Adviser”) or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (a “Control Affiliate”) if the engagement relates directly to the operations and financial reporting of CFVIT.
The Audit Committee has adopted a Policy for Engagement of Independent Auditors for Audit andNon-Audit Services (the “Policy”). The Policy sets forth the understanding of the Audit Committee regarding the engagement of CFVIT’s independent accountants to provide (i) audit and permissible audit-related, tax and other services to CFVIT (“Fund Services”); (ii)non-audit services to CFVIT’s Adviser and any Control Affiliates, that relates directly to the operations and financial reporting of a Fund (“Fund-related Adviser Services”); and (iii) certain other audit andnon-audit services to CFVIT’s Adviser and its Control Affiliates. A service will require specificpre-approval by the Audit Committee if it is to be provided by the Fund’s independent auditor; provided, however, thatpre-approval ofnon-audit services to the Fund, the Adviser or Control Affiliates may be waived if certain de minimis requirements set forth in the SEC’s rules are met.
Under the Policy, the Audit Committee may delegatepre-approval authority to anypre-designated member or members who are independent board members. The member(s) to whom such authority is delegated must report, for informational purposes only, anypre-approval decisions to the Audit Committee at its next regular meeting. The Audit Committee’s responsibilities with respect to thepre-approval of services performed by the independent auditor may not be delegated to management.
On an annual basis, at a regularly scheduled Audit Committee meeting, the Fund’s Treasurer or other Fund officer shall submit to the Audit Committee a schedule of the types of Fund Services and Fund-related Adviser Services that are subject to specificpre-approval. This schedule will provide a description of each type of service that is subject to specificpre-approval, along with total projected fees for each service. Thepre-approval will generally cover aone-year period. The Audit Committee will review and approve the types of services and the projected fees for the nextone-year period and may add to, or subtract from, the list ofpre-approved services from time to time, based on subsequent determinations. This specific approval acknowledges that the Audit Committee is in agreement with the specific types of services that the independent auditor will be permitted to perform and the projected fees for each service.
G-2
The Fund’s Treasurer or other Fund officer shall report to the Audit Committee at each of its regular meetings regarding all Fund Services or Fund-related Adviser Services provided since the last such report was rendered, including a description of the services, by category, with forecasted fees for the annual reporting period, proposed changes requiring specificpre-approval and a description of services provided by the independent auditor, by category, with actual fees during the current reporting period.
Non-Audit Fees
The aggregate non-audit fees billed by CFVIT’s accountant for services rendered to CFVIT, and rendered to CFVIT’s investment adviser (not includingany sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to CFVIT during the fiscal years ended December 31, 2019 and December 31, 2018 are approximately as follows:
2019 | 2018 | |||
$355,000 | $ | 368,500 |
CFVIT’s Audit Committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to CFVIT’s adviser (not includingany sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to CFVIT that werenot pre-approved pursuant to paragraph (c)(7)(ii) ofRule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant’s independence.
G-3
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE SERIES TRUST II
JOINT SPECIAL MEETING OF SHAREHOLDERS,
TO BE HELD ON APRIL 16, 2020
The undersigned shareholder of the FundFund(s) hereby acknowledges receipt of the Notice of Joint Special Meeting of Shareholders and Joint Proxy Statement for the special meetingJoint Special Meeting of shareholders (for the Fund and the Trust as a whole, includingShareholders, (including any postponements or adjournments thereof, the “Meeting”) to be held at 225 Franklin Street, (31stFloor, 31 Room 3100,3100), Boston, MAMassachusetts 02110, on April 24, 2015,16, 2020, at 10:0000. a.m. Eastern Time,time, and, revoking any previous proxies, hereby appoints Daniel J. Beckman, Michael G. Clarke, Joseph L. D’Alessandro, Michael E. DeFao, Joseph DiMaria, Ryan C. Larrenaga, Christopher O. Petersen, Marybeth Pilat and Julian Quero (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. Mark,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
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on April 24, 2015.
This Proxy Statement and the Notice of Special Meeting are available at:
https://www.proxy-direct.com/col-26466
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE PROPOSAL BELOW. THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF, INCLUDING ANY ADJOURNMENT(S) NECESSARY TO OBTAIN QUORUMS AND/OR APPROVALS.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ¢
FUNDS | FUNDS | |||
Columbia Variable Portfolio - Asset Allocation Fund | Columbia Variable Portfolio - Contrarian Core Fund | |||
Columbia Variable Portfolio - Diversified Absolute Return Fund | Columbia Variable Portfolio - Long Government/Credit Bond Fund | |||
Columbia Variable Portfolio - Small Cap Value Fund | Columbia Variable Portfolio - Small Company Growth Fund | |||
Columbia Variable Portfolio - Strategic Income Fund | Columbia Variable Portfolio - U.S. Equities Fund | |||
CTIVP® - AQR Managed Futures Strategy Fund | CTIVP® - Lazard International Equity Advantage Fund | |||
Variable Portfolio - Columbia Wanger International Equities Fund | Variable Portfolio - Managed Risk Fund | |||
Variable Portfolio - Managed Risk U.S. Fund | Variable Portfolio - Managed Volatility Conservative Fund | |||
Variable Portfolio - Managed Volatility Conservative Growth Fund | Variable Portfolio - Managed Volatility Growth Fund | |||
Variable Portfolio - U.S. Flexible Conservative Growth Fund | Variable Portfolio - U.S. Flexible Growth Fund | |||
Variable Portfolio - U.S. Flexible Moderate Growth Fund |
VOTING OPTIONS
Read your Joint Proxy Statement and have it at hand when voting.
THE BOARD OF EACH 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. | With respect to each Liquidating Fund, toapprove a transaction in connection with the liquidation of the Liquidating Fund that will result in the substitution of shares of Columbia Variable Portfolio – Government Money Market Fund, for shares of that Liquidating Fund held bysub-accounts of RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York established to fund benefits under variable annuity contracts and/or variable life insurance policies issued by such insurance companies. |
FOR | AGAINST | ABSTAIN | ||||||||||
01 Columbia Variable Portfolio - Asset Allocation Fund | ☐ | ☐ | ||||||||||
02 Columbia Variable Portfolio - Diversified Absolute Return Fund | ☐ | |||||||||||
03 Columbia Variable Portfolio - U.S. Equities Fund | ☐ | ☐ | ☐ | |||||||||
04 CTIVP® - AQR Managed Futures Strategy Fund | ☐ | ☐ | ☐ | |||||||||
05 Variable Portfolio - Columbia Wanger International Equities Fund | ☐ | ☐ | ☐ |
2. | To elect ten (10) nominees to the Board of the Trustees of Columbia Funds Variable Insurance Trust: |
01. | Janet L. Carrig | 02. | J. Kevin Connaughton | 03. | Olive Darragh | 04. | Douglas A. Hacker | |||||||
05. | Nancy T. Lukitsh | 06. | David M. Moffett | 07. | John J. Neuhauser | 08. | Christopher O. Petersen | |||||||
09. | Patrick J. Simpson | 10. | Natalie A. Trunow |
FOR | WITHHOLD | FOR ALL | ||||||
ALL | ALL | EXCEPT | ||||||
01 Columbia Variable Portfolio - Asset Allocation Fund | ☐ | ☐ | ☐ | |||||
02 Columbia Variable Portfolio - Contrarian Core Fund | ☐ | ☐ | ☐ | |||||
03 Columbia Variable Portfolio - Diversified Absolute Return Fund | ☐ | ☐ | ☐ | |||||
04 Columbia Variable Portfolio - Long Government/Credit Bond Fund | ☐ | ☐ | ☐ | |||||
05 Columbia Variable Portfolio - Small Cap Value Fund | ☐ | ☐ | ☐ | |||||
06 Columbia Variable Portfolio - Small Company Growth Fund | ☐ | ☐ | ☐ | |||||
07 Columbia Variable Portfolio - Strategic Income Fund | ☐ | ☐ | ☐ | |||||
08 CTIVP® - AQR Managed Futures Strategy Fund | ☐ | ☐ | ☐ | |||||
09 CTIVP® - Lazard International Equity Advantage Fund | ☐ | ☐ | ☐ | |||||
10 Variable Portfolio - Managed Risk Fund | ☐ | ☐ | ☐ | |||||
11 Variable Portfolio - Managed Risk U.S. Fund | ☐ | ☐ | ☐ | |||||
12 Variable Portfolio - Managed Volatility Conservative Fund | ☐ | ☐ | ☐ | |||||
13 Variable Portfolio - Managed Volatility Conservative Growth Fund | ☐ | ☐ | ☐ | |||||
14 Variable Portfolio - Managed Volatility Growth Fund | ☐ | ☐ | ☐ | |||||
15 Variable Portfolio - U.S. Flexible Conservative Growth Fund | ☐ | ☐ | ☐ | |||||
16 Variable Portfolio - U.S. Flexible Growth Fund | ☐ | ☐ | ☐ | |||||
17 Variable Portfolio - U.S. Flexible Moderate Growth Fund | ☐ | ☐ | ☐ |
3. | 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 April 16, 2020
The Joint Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/col-31074
B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS!
COL_26466_030415
EVERY VOTE IS IMPORTANT!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.
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COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE SERIES TRUST II
JOINT SPECIAL MEETING OF SHAREHOLDERS,
TO BE HELD ON APRIL 16, 2020
INSURANCE COMPANY DROP-IN
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who have contracthold unit values allocated toin a separate account of the above-named fund (the “Fund”).Company that invests in Columbia Funds Variable Insurance Trust and Columbia Funds Variable Series Trust II.
The undersigned contract owner instructs the Company to vote, at the Joint Special Meeting of Shareholders and at any adjournments or postponements thereof (the “Meeting”), all shares of the FundFund(s) attributable to his or her contract values allocated toor interest in the Fund.relevant separate account as directed on the reverse side. The undersigned acknowledges receipt of the Fund’s Notice of Joint Special Meeting of Shareholders and Joint Proxy Statement.
If you sign belowon the reverse side but do not mark instructions, the Company will vote all shares of the FundFund(s) attributable to your contract valuesaccount value FOR the proposal.proposals. If you fail to return this Voting Instruction Card, the Company will vote all shares attributable to your contract valuesaccount value in proportion to the timely voting instructions actually received from contract owners.
YOUR VOTE IS IMPORTANT. Whether or not you plan to join us at the Meeting, sign, date and return this Voting Instruction Card as soon as possible.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE BY TELEPHONE:1-866-298-8476 |
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THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on April 24, 2015.
This Proxy Statement and the Notice of Special Meeting are available at:
https://www.proxy-direct.com/col-26466
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
Please detach at perforation before mailing.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE PROPOSAL BELOW. THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF, INCLUDING ANY ADJOURNMENT(S) NECESSARY TO OBTAIN QUORUMS AND/OR APPROVALS.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ¢
FUNDS | FUNDS | |||
Columbia Variable Portfolio - Asset Allocation Fund | Columbia Variable Portfolio - Contrarian Core Fund | |||
Columbia Variable Portfolio - Diversified Absolute Return | Columbia Variable Portfolio - Long Government/Credit Bond Fund | |||
Columbia Variable Portfolio - Small Cap Value Fund | Columbia Variable Portfolio - Small Company Growth Fund | |||
Columbia Variable Portfolio - Strategic Income Fund | Columbia Variable Portfolio - U.S. Equities Fund | |||
CTIVP® - AQR Managed Futures Strategy Fund | CTIVP® - Lazard International Equity Advantage Fund | |||
Variable Portfolio - Columbia Wanger International Equities Fund | Variable Portfolio - Managed Risk Fund | |||
Variable Portfolio - Managed Risk U.S. Fund | Variable Portfolio - Managed Volatility Conservative Fund | |||
Variable Portfolio - Managed Volatility Conservative Growth Fund | Variable Portfolio - Managed Volatility Growth Fund | |||
Variable Portfolio - U.S. Flexible Conservative Growth Fund | Variable Portfolio - U.S. Flexible Growth Fund | |||
Variable Portfolio - U.S. Flexible Moderate Growth Fund |
VOTING OPTIONS
Read your Joint Proxy Statement and have it at hand when voting.
THE BOARD OF EACH FUND RECOMMENDS A VOTE FOR THE PROPOSALS LISTED BELOW. THIS VOTING INSTRUCTION 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. | With respect to each Liquidating Fund, toapprove a transaction in connection with the liquidation of the Liquidating Fund that will result in the substitution of shares of Columbia Variable Portfolio – Government Money Market Fund, for shares of that Liquidating Fund held bysub-accounts of RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York established to fund benefits under variable annuity contracts and/or variable life insurance policies issued by such insurance companies. |
FOR | AGAINST | ABSTAIN | ||||||||||
01 Columbia Variable Portfolio - Asset Allocation Fund | ☐ | ☐ | ||||||||||
02 Columbia Variable Portfolio - Diversified Absolute Return Fund | ☐ | |||||||||||
03 Columbia Variable Portfolio - U.S. Equities Fund | ☐ | ☐ | ☐ | |||||||||
04 CTIVP® - AQR Managed Futures Strategy Fund | ☐ | ☐ | ☐ | |||||||||
05 Variable Portfolio - Columbia Wanger International Equities Fund | ☐ | ☐ | ☐ |
2. | To elect ten (10) nominees to the Board of the Trustees of Columbia Funds Variable Insurance Trust: |
01. | Janet L. Carrig | 02. | J. Kevin Connaughton | 03. | Olive Darragh | 04. | Douglas A. Hacker | |||||||
05. | Nancy T. Lukitsh | 06. | David M. Moffett | 07. | John J. Neuhauser | 08. | Christopher O. Petersen | |||||||
09. | Patrick J. Simpson | 10. | Natalie A. Trunow |
FOR | WITHHOLD | FOR ALL | ||||||
ALL | ALL | EXCEPT | ||||||
01 Columbia Variable Portfolio - Asset Allocation Fund | ☐ | ☐ | ☐ | |||||
02 Columbia Variable Portfolio - Contrarian Core Fund | ☐ | ☐ | ☐ | |||||
03 Columbia Variable Portfolio - Diversified Absolute Return Fund | ☐ | ☐ | ☐ | |||||
04 Columbia Variable Portfolio - Long Government/Credit Bond Fund | ☐ | ☐ | ☐ | |||||
05 Columbia Variable Portfolio - Small Cap Value Fund | ☐ | ☐ | ☐ | |||||
06 Columbia Variable Portfolio - Small Company Growth Fund | ☐ | ☐ | ☐ | |||||
07 Columbia Variable Portfolio - Strategic Income Fund | ☐ | ☐ | ☐ | |||||
08 CTIVP® - AQR Managed Futures Strategy Fund | ☐ | ☐ | ☐ | |||||
09 CTIVP® - Lazard International Equity Advantage Fund | ☐ | ☐ | ☐ | |||||
10 Variable Portfolio - Managed Risk Fund | ☐ | ☐ | ☐ | |||||
11 Variable Portfolio - Managed Risk U.S. Fund | ☐ | ☐ | ☐ | |||||
12 Variable Portfolio - Managed Volatility Conservative Fund | ☐ | ☐ | ☐ | |||||
13 Variable Portfolio - Managed Volatility Conservative Growth Fund | ☐ | ☐ | ☐ | |||||
14 Variable Portfolio - Managed Volatility Growth Fund | ☐ | ☐ | ☐ | |||||
15 Variable Portfolio - U.S. Flexible Conservative Growth Fund | ☐ | ☐ | ☐ | |||||
16 Variable Portfolio - U.S. Flexible Growth Fund | ☐ | ☐ | ☐ | |||||
17 Variable Portfolio - U.S. Flexible Moderate Growth Fund | ☐ | ☐ | ☐ |
3. | 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 April 16, 2020
The Joint Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/col-31074
B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS!Note: Please sign exactly as your name(s) appear(s) on this voting instruction 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.
COL_26466_031015-VI
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box | ||||||||
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