April 19, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
ATTN: Mr. Mark Cowan
Document Control – EDGAR
| RE: | Columbia Funds Variable Series Trust II |
Columbia Variable Portfolio—Global Bond Fund
Variable Portfolio—DFA International Value Fund
Post-Effective Amendment No. 20
File No. 333-146374 / 811-22127
Dear Mr. Cowan:
This letter responds to comments received on April 12, 2012 for the Post-Effective Amendment filing referenced above. Comments and responses are outlined below:
| COMMENT NO. 1: | ||
a. ��Please provide a completed fees and expense table to the staff for review. | ||
b. If applicable, please include an additional line in the fee table disclosing the costs of selling short. | ||
| RESPONSE: | ||
a. Please see Exhibit A to this letter. | ||
b. If applicable, the appropriate disclosure will be added to the Annual Fund Operating Expenses Table. | ||
| COMMENT NO. 2: | Other Investment Strategies and Risks | |
| Please move the description of the ‘non-principal’ investment strategies and risks to the SAI. See Item 16 to Form N-1A. | ||
| RESPONSE: | In accordance with General Instruction C.3.(b) of Form N-1A, the Registrant has elected to include certain Other Information in the prospectus that is not otherwise required. The Registrant believes the Other Information included in the prospectus under the caption “Other Investment Strategies and Risks” provides investors with important information about certain strategies the Fund may engage in, that are not currently utilized as principal strategies, and the risks of such strategies. However, we will give further consideration to this comment in connection with a firm project to automate our prospectus-building process.” | |
| COMMENT NO. 3: | We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the fund and its management are in possession of all facts relating to the fund’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the fund is responsible for the adequacy and accuracy of the disclosure in the filings; Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and the fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. | |
| RESPONSE: | The Registrant agrees to make such representations: | |
Staff had no additional comments except the requirement to make the following representation on behalf of the Registrant: | ||
In connection with the filing listed above, the Registrant hereby acknowledges the following: | ||
The disclosures in the filing are the responsibility of the Registrant and the Registrant is fully responsible for the adequacy or accuracy of the disclosures in the filing. The Registrant represents to the Commission that comments made by the Commission, or the staff acting pursuant to delegated authority, or changes to disclosure in response to staff comments in the filing reviewed by the staff, do not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert this action as a defense in any proceeding initiated by the Commission or any person, under the federal securities laws of the United States. | ||
If you have any questions, please contact either me at (212) 850-1703 or Andrew Kirn at (612) 678-9052.
Sincerely,
/s/ Joseph L. D’Alessandro
Joseph L. D’Alessandro
Vice President and Group Counsel
Ameriprise Financial, Inc.
Exhibit A
Fees and Expenses
Columbia Variable Portfolio – Global Bond Fund
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay as an investor in the Fund. The table does not reflect any fees, expenses or sales charges imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents, or imposed on Accounts that may own shares directly. If the additional fees, expenses or sales charges were reflected, the expenses set forth below would be higher.
Annual Fund Operating Expenses(a) (expenses that you pay each year as a percentage of the value of your investment)
| Class 1 | Class 2 | Class 3 | ||||||||||
Management fees | 0.55 | % | 0.55 | % | 0.55 | % | ||||||
Distribution and/or service (12b-1) fees | 0.00 | % | 0.25 | % | 0.13 | % | ||||||
Other expenses | 0.16 | % | 0.16 | % | 0.16 | % | ||||||
Total annual fund operating expenses | 0.71 | % | 0.96 | % | 0.84 | % | ||||||
| (a) | Expense ratios have been adjusted to reflect current fees. |
Example
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your investment at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example does not reflect the fees and expenses that apply to your Contract or Qualified Plan or to Accounts that may own shares directly. Inclusion of these charges would increase expenses for all periods shown. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 year | 3 years | 5 years | 10 years | |||||||||||||
Class 1 | $ | 73 | $ | 227 | $ | 396 | $ | 886 | ||||||||
Class 2 | $ | 98 | $ | 306 | $ | 532 | $ | 1,183 | ||||||||
Class 3 | $ | 86 | $ | 268 | $ | 467 | $ | 1,041 | ||||||||
Variable Portfolio – DFA International Value Fund
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay as an investor in the Fund. The table does not reflect any fees, expenses or sales charges imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents, or imposed on Accounts that may own shares directly. If the additional fees, expenses or sales charges were reflected, the expenses set forth below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
| Class 1 | Class 2 | |||||||
Management fees | 0.84 | % | 0.84 | % | ||||
Distribution and/or service (12b-1) fees | 0.00 | % | 0.25 | % | ||||
Other expenses | 0.17 | % | 0.17 | % | ||||
Total annual fund operating expenses | 1.01 | % | 1.26 | % | ||||
Less: Fee waiver/expense reimbursement(a) | (0.10 | %) | (0.10 | %) | ||||
Total annual fund operating expenses after fee waiver/expense reimbursement(a) | 0.91 | % | 1.16 | % | ||||
| (a) | Columbia Management Investment Advisers, LLC and certain of its affiliates have contractually agreed to waive fees and/or to reimburse expenses (excluding certain fees and expenses, such as transaction costs and certain other investment related expenses, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) until April 30, 2013, unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses will not, subject to applicable exclusions, exceed the annual rates of 0.91% for Class 1 and 1.16% for Class 2. |
Example
The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your investment at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example includes contractual commitments to waive fees and reimburse expenses expiring as indicated in the preceding table. The Example does not reflect the fees and expenses that apply to your Contract or Qualified Plan or to Accounts that may own shares directly. Inclusion of these charges would increase expenses for all periods shown. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 year | 3 years | 5 years | 10 years | |||||||||||||
Class 1 | $ | 93 | $ | 312 | $ | 549 | $ | 1,232 | ||||||||
Class 2 | $ | 118 | $ | 390 | $ | 683 | $ | 1,519 | ||||||||
