DEF 14C 1 d889200ddef14c.htm DEF 14C DEF 14C
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

(Amendment No. )

 

 

Check the appropriate box:

 

Preliminary Information Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

Definitive Information Statement

Columbia Funds Series Trust II

(Name of Registrant As Specified In Its Charter)

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No fee required

 

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

 

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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 Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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MULTI-MANAGER VALUE STRATEGIES FUND

A SERIES OF COLUMBIA FUNDS SERIES TRUST II

290 Congress Street

Boston, MA 02210

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF INFORMATION STATEMENT

August 8, 2025

As a shareholder of Multi-Manager Value Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust II, you are receiving this notice regarding the internet availability of an information statement (the “Information Statement”) relating to, among other changes, the termination of a former subadviser, Dimensional Fund Advisors, LP (“DFA”), and the hiring of a new subadviser, American Century Investment Management, Inc. (“American Century”), to the Fund. This notice presents only an overview of the more complete Information Statement that is available to you on the internet or, upon request, by mail. We encourage you to access and review all of the important information contained in the Information Statement. As described below, the Information Statement is for informational purposes only and, as a shareholder of the Fund, you need not take any action.

Summary of Information Statement

The Information Statement details the replacement of a subadviser and the approval of a new subadviser and related changes. At a meeting of the Fund’s Board of Trustees (the “Board”) on March 27, 2025, the Board approved, among other things: (i) the termination of the subadvisory agreement between Columbia Management Investment Advisers, LLC (the “Investment Manager”) and DFA with respect to the Fund; (ii) a subadvisory agreement (the “Subadvisory Agreement”) between the Investment Manager and American Century with respect to the Fund; and (iii) modifications to the Fund’s principal investment strategies to reflect American Century’s investment process for the portion of the Fund it manages and to reflect the removal of DFA as a subadviser to the Fund.

The Subadvisory Agreement went into effect on May 27, 2025.

The Investment Manager has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission that permits the Investment Manager, subject to the approval of the Board, to appoint unaffiliated subadvisers by entering into subadvisory agreements with them, and to change in material respects the terms of those subadvisory agreements, including the fees paid thereunder, for the Fund without first obtaining shareholder approval, thereby avoiding the expense and delays typically associated with obtaining shareholder approval. Although approval by the Fund’s shareholders of a new agreement or material changes to an existing agreement is not required, the Manager of Managers Order requires that an Information Statement be made available to the Fund’s shareholders.

Accessing Information Statement

By sending you this notice, the Fund is notifying you that it is making the Information Statement available to you via the internet in lieu of mailing you a paper copy. You may view and print the full Information Statement on the Fund’s website at https://www.columbiathreadneedleus.com/investor/resources/literature/fund-information-statements/. The Information Statement will be available on the website until at least November 6, 2025. To view and print the Information Statement, click on the link for the Information Statement. You may request a paper copy or PDF via email of the Information Statement be sent to you, free of charge, by contacting the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling (toll-free) 800-345-6611 by August 8, 2026. If you do not request a paper copy or PDF via email by this date, you will not otherwise receive a paper or email copy. The Fund’s most recent

 

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Form N-CSR is available upon request, without charge, by contacting your financial intermediary, writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or calling 800-345-6611.

The Fund will mail only one copy of this notice to a household, even if more than one person in a household is a Fund shareholder of record, unless the Fund has received contrary instructions from at least one of the shareholders. If you need additional copies of this notice and you are a holder of record of your shares, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling 800-345-6611. If your shares are held in broker street name, please contact your financial intermediary to obtain additional copies of this notice. If in the future you do not want the mailing of notices to be combined with those of other members of your household, or if you have received multiple copies of this notice and want future mailings to be combined with those of other members of your household, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104, or by calling 800-345-6611, or contact your financial intermediary. The Fund undertakes to deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered.

If you want to receive a paper copy of the Information Statement, you must request one.

There is no charge to you for requesting a copy.

TAX116_05_006_(08/25)

 

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MULTI-MANAGER VALUE STRATEGIES FUND

A SERIES OF COLUMBIA FUNDS SERIES TRUST II

290 CONGRESS STREET

BOSTON, MA 02210

INFORMATION STATEMENT

NOTICE REGARDING SUBADVISER

An Important Notice Regarding the Internet Availability of Information Statement is being mailed on or about August 8, 2025. This Information Statement is being made available to shareholders of Multi-Manager Value Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust II (the “Trust”), in lieu of a proxy statement, pursuant to the terms of an exemptive order (the “Manager of Managers Order”) that Columbia Management Investment Advisers, LLC (the “Investment Manager”) received from the U.S. Securities and Exchange Commission (the “SEC”). The Manager of Managers Order permits the Investment Manager, subject to certain conditions such as approval by the Fund’s Board of Trustees (the “Board”), and without approval by shareholders, to retain an unaffiliated subadviser (or subadvisers) to manage the Fund.

This Information Statement Is For Informational Purposes Only And No Action Is Requested On Your Part. We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A Proxy.

THE FUND AND ITS MANAGEMENT AGREEMENT

The Investment Manager, located at 290 Congress Street, Boston, MA 02210, serves as investment manager to the Fund pursuant to a management agreement (the “Management Agreement”), amended and restated as of April 25, 2016, and most recently renewed at a meeting of the Board on June 26, 2025.

Under the Management Agreement, the Investment Manager, among other duties, monitors the performance of each subadviser on an ongoing basis. Factors it considers with respect to the selection and retention of a subadviser are, among others: the qualifications of the subadviser’s investment personnel, its investment philosophy and process, its compliance program, and its long-term performance results. As compensation for its services, the Investment Manager receives a management fee from the Fund and, from this management fee, the Investment Manager pays each subadviser a subadvisory fee.

Subadvisers serve pursuant to separate subadvisory agreements with the Investment Manager under which a subadviser manages all or a portion of a fund’s investment portfolio, as allocated to a subadviser by the Investment Manager, and provides related compliance and record-keeping services. In accordance with procedures adopted by the Board, affiliated broker-dealers of a subadviser may execute portfolio transactions for a subadvised fund and receive brokerage commissions in connection with those transactions as permitted by Rule 17e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), or separate SEC exemptive relief. A subadviser is allowed to use soft dollar arrangements in which it directs brokerage commissions to brokers to pay for research services it receives, provided that the subadviser’s procedures are consistent with the Fund’s and the Investment Manager’s policies.

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AND THE SUBADVISORY AGREEMENT

At meetings of the Board on March 27, 2025 (the “March Meeting”), the Board, including a majority of the Board members who are not interested persons of the Fund within the meaning of the 1940 Act (the “Independent Trustees”), approved, in accordance with the recommendations of the Investment Manager, (i) the termination of the subadvisory agreement between the Investment Manager and Dimensional Fund Advisors, LP (“DFA”) with respect to the Fund; (ii) a subadvisory agreement (the “Subadvisory Agreement”) between the Investment Manager and American Century Investment Management, Inc. (“American Century”) with respect to the Fund;

 

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and (iii) modifications to the Fund’s principal investment strategies to reflect American Century’s investment process for the portion of the Fund it manages and to reflect the removal of DFA as a subadviser to the Fund. The Subadvisory Agreement went into effect on May 27, 2025.

Management Fees Paid to the Investment Manager and Subadvisory Fees Paid to American Century

Under the Management Agreement, the Fund pays the Investment Manager a management fee as follows:

 

Multi-Manager Value Strategies Fund  

Net Assets

   Annual rate at each asset level  

First $500 million

     0.720

Next $500 million

     0.670

Next $500 million

     0.620

Next $1.5 billion

     0.570

Next $3 billion

     0.550

Next $6 billion

     0.530

Over $12 billion

     0.520

The table above represents the fee rate payable by the Fund to the Investment Manager, which has not changed as a result of the changes discussed above. The Investment Manager, in turn, pays American Century a fee out of its own assets, calculated at the following rates:

 

   

0.150% on assets up to $100 million, gradually reducing to 0.050% as assets increase

The following table represents the actual fees paid to the Investment Manager and to the subadviser, along with an estimate of the fees that would have been paid to the subadviser had the Subadvisory Agreement been in place.

 

Type of Fee(1)

   Fee in Dollars      Fee as a Percentage of Average
Daily Net Assets
 

Fees Paid to Investment Manager(2)

   $ 29,904,546        0.59

Aggregate Subadvisory Fee Paid by the Investment Manager to Diamond Hill and DFA

   $ 5,575,995        0.11

Estimated Aggregate Subadvisory Fee that Would Have Been Paid if the Subadvisory Agreement with American Century Had Been in Effect

   $ 5,078,980        0.10

Difference in the Aggregate Subadvisory Fee and the Estimated Aggregate Subadvisory Fee

   $ 497,015        0.01

 

(1) 

All fees are for the fiscal year ended 5/31/2025.

(2) 

The Investment Manager uses these fees to pay the subadviser.

INFORMATION ABOUT AMERICAN CENTURY

American Century is located at 4500 Main Street, Kansas City, MO 64111. American Century is a Delaware corporation and a wholly-owned subsidiary of American Century Companies, Inc. American Century is an independent, privately controlled asset management firm dedicated to delivering superior investment performance and building long-term client relationships. The firm was founded by James E. Stowers, Jr. in 1958 and derives nearly all of its revenue from investment management related activities.

As of May 31, 2025, American Century had approximately $269.7 billion in assets under management.

 

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The following table provides information on the principal executive officers and directors of American Century:

 

Name

  

Title/Responsibilities

  

Address

American Century Companies, Inc.    Shareholder    4500 Main Street, Kansas City, MO 64111
Amy Diane Shelton    Chief Compliance Officer    4500 Main Street, Kansas City, MO 64111
Patrick Thomas Bannigan    Chief Financial Officer, Chief Accounting Officer, Vice President, Director and Treasurer    4500 Main Street, Kansas City, MO 64111
Victor Sheng Zhang    President, Chief Executive Officer, Chief Investment Officer and Director    4500 Main Street, Kansas City, MO 64111
Cleo Chengpei Chang    Senior Vice President and Director    4500 Main Street, Kansas City, MO 64111
John Dongjin Pak    Senior Vice President and General Counsel    4500 Main Street, Kansas City, MO 64111

BOARD CONSIDERATION AND APPROVAL OF THE SUBADVISORY AGREEMENT

Columbia Management Investment Advisers, LLC (the Investment Manager, and together with its domestic and global affiliates, Columbia Threadneedle Investments), a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial), serves as the investment manager to Multi-Manager Value Strategies Fund (the Fund). At its March 27, 2025, meeting (the March Meeting), the Board, including a majority of the Independent Trustees, unanimously approved the proposed subadvisory agreement between the Investment Manager and American Century Investment Management, Inc. (American Century) (the Subadvisory Agreement) with respect to the Fund.

At the March Meeting, independent legal counsel to the Independent Trustees reviewed with the Board the legal standards for consideration by directors/trustees of advisory and subadvisory agreements and referred to the various written materials and oral presentations received by the Board and its Investment Review Committee in connection with the Board’s evaluation of American Century’s proposed services. Independent legal counsel noted that American Century already serves as subadviser to CTIVP – American Century Diversified Bond Fund and, in this regard, that the existing subadvisory agreement would be amended to add the Fund and provide for fees payable by the Investment Manager to American Century for its service to the Fund, but that no other changes to the existing subadvisory agreement were proposed.

The Independent Trustees noted the discussion relating to the renewal and approval of the advisory and subadvisory agreements for the Fund at the Contracts Committee and Board meetings in June 2024 (the June Meeting) and, in that connection, the discussion by independent legal counsel of the Board’s responsibilities pursuant to Sections 15(c) and 36(b) of the 1940 Act and the factors that should be considered in determining whether to approve or renew an investment management agreement and/or subadvisory agreement. Independent legal counsel further indicated that the Independent Trustees should take into account the variety of written materials and oral presentations they received in advance of and at the March Meeting (including the March Investment Review Committee meeting) as well as all of the information previously considered at the June Meeting regarding the proposed renewal of the Fund’s then-existing advisory and subadvisory agreements.

The Board held discussions with the Investment Manager and American Century and reviewed and considered various written materials and oral presentations in connection with the evaluation of American Century’s proposed services, including the reports from management with respect to the fees and terms of the proposed

 

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Subadvisory Agreement and American Century’s investment strategy/style and performance and from the Compliance Committee, with respect to the code of ethics and compliance program of American Century. In considering the Subadvisory Agreement, the Board reviewed, among other things:

 

   

Terms of the Subadvisory Agreement;

 

   

Subadvisory fees payable by the Investment Manager under the Subadvisory Agreement;

 

   

Descriptions of various services proposed to be performed by American Century under the Subadvisory Agreement, including portfolio management and portfolio trading practices;

 

   

Information regarding the experience and resources of American Century, including information regarding senior management, portfolio managers, and other personnel;

 

   

Information regarding the capabilities of American Century’s compliance program; and

 

   

The profitability to the Investment Manager and its affiliates from their relationships with the Fund.

Following an analysis and discussion of the foregoing, and the factors identified below, the Board, including a majority of the Independent Trustees, upon the recommendation of the Investment Manager, unanimously approved the Subadvisory Agreement on March 27, 2025.

Nature, Extent and Quality of Services

The Board considered its analysis of the various reports and presentations it received, detailing the services proposed to be performed by American Century as a subadviser for the Fund, as well as the history, reputation, expertise, resources and capabilities, and the qualifications of the personnel of American Century. The Board considered the diligence and selection process undertaken by the Investment Manager to select American Century, including the Investment Manager’s rationale for recommending American Century, and the process for monitoring American Century’s ongoing performance of services for the Fund.

The Board observed that the compliance program of American Century, as an existing subadviser, is subject to ongoing review by the Fund’s Chief Compliance Officer and was determined by him to be reasonably designed to prevent violation of the federal securities laws by the Fund. The Board also observed that information had been presented regarding American Century’s ability to carry out its responsibilities under the Subadvisory Agreement. The Board also considered the information provided by management regarding the personnel, risk controls, philosophy, and investment processes of American Century. The Board also noted the presentation by American Century to the Board’s Investment Review Committee.

The Board also discussed the acceptability of the terms of the proposed Subadvisory Agreement. In this regard, the Board noted that the nature, extent and quality of services provided by American Century were not proposed to change as a result of the addition of the Fund. The Board noted the Investment Manager’s representation that American Century has experience subadvising registered mutual funds, including a Fund overseen by the Board.

After reviewing these and related factors, the Board concluded, within the context of their overall conclusions, that the expected nature, extent and quality of the services to be provided to the Fund supported the approval of the Subadvisory Agreement.

Investment Performance of American Century

The Board observed American Century’s relevant performance results versus the Fund’s benchmark and versus peers over various periods, noting outperformance results versus peers and industry benchmarks over certain of the 1-year and 3-year periods ended December 31, 2024. After reviewing these and related factors, the Board concluded, within the context of their overall conclusions, that the performance of American Century, in light of other considerations, supported the approval of the Subadvisory Agreement.

 

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Comparative Fees, Costs of Services Provided and Profitability

The Board reviewed the proposed level of subadvisory fees under the proposed Subadvisory Agreement, noting that the proposed subadvisory fees payable to American Century would be paid by the Investment Manager and would not impact the fees paid by the Fund. The Board observed that the proposed subadvisory fees for American Century were within a reasonable range of subadvisory fees paid by the Investment Manager to the subadvisers of other Funds with similar strategies. The Board observed that management fees, which were not proposed to change, remained within the range of other peers and that the Fund’s expense ratio also remained within the range of other peers.

Additionally, the Board considered the expected increase in the total profitability of the Investment Manager and its affiliates in connection with the Subadvisory Agreement. Because the Subadvisory Agreement was negotiated at arm’s length by the Investment Manager, which is responsible for payments to American Century thereunder, the Board did not consider the profitability to American Century from its relationship with the Fund.

After reviewing these and related factors, the Board concluded, within the context of their overall conclusions, that the proposed level of subadvisory fees, anticipated costs of services provided and the expected profitability to the Investment Manager and its affiliates from their relationships with the Fund supported the approval of the Subadvisory Agreement.

Economies of Scale

The Board also considered the economies of scale that may be realized by the Investment Manager and its affiliates as the Fund grows and took note of the extent to which shareholders might also benefit from such growth. The Board considered, in this regard, the expected increase in profitability to the Investment Manager as a result of the Subadvisory Agreement. The Board took into account, in this regard, the significant oversight services provided by the Investment Manager to the Fund. The Board also observed that fees to be paid under the Subadvisory Agreement would not impact fees paid by the Fund (as subadvisory fees are paid by the Investment Manager and not the Fund). The Board observed that the Fund’s management agreement with the Investment Manager continues to provide for sharing of economies of scale as management fees decline as assets increase at pre-established breakpoints. The Board also noted, for the Subadvisory Agreement, that the breakpoints for American Century’s fees did not occur at the same levels as the breakpoints for the Investment Manager’s fees and the potential challenges of seeking to tailor the management agreement breakpoints to those of a subadvisory agreement in this context.

Conclusion

The Board reviewed all of the above considerations in reaching its decision to approve the Subadvisory Agreement. In reaching its conclusions, no single factor was determinative.

On March 27, 2025, the Board, including all of the Independent Trustees, determined that fees payable under the Subadvisory Agreement appeared fair and reasonable in light of the services proposed to be provided and approved the Subadvisory Agreement with respect to the Fund.

FUND ASSETS

For a fund managed by multiple subadvisers, such as the Fund, the Investment Manager, subject to the oversight of the Board, decides the proportion of Fund assets to be managed by the subadvisers, and may change these proportions at any time.

 

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Prior to May 27, 2025, the long-term allocation target of the Fund’s assets was as follows:

 

Diamond Hill Capital
Management, Inc.

  

CMIA

  

Dimensional Fund Advisors LP

35%

   30%    35%

As of May 27, 2025, the long-term allocation target of the Fund’s assets was as follows:

 

Diamond Hill Capital
Management, Inc.

  

CMIA

  

American Century Investment
Management, Inc.

35%

   30%    35%

ADDITIONAL INFORMATION ABOUT THE FUND

In addition to acting as the Fund’s investment manager, the Investment Manager and certain of its affiliates also receive compensation for providing other services to the Fund.

Administrator

The Investment Manager serves as the administrator of the Fund.

Principal Underwriter

Columbia Management Investment Distributors, Inc., located at 290 Congress Street, Boston, MA 02210, serves as the principal underwriter and distributor of the Fund.

Transfer Agent

Columbia Management Investment Services Corp., located at 290 Congress Street, Boston, MA 02210, serves as the transfer agent of the Fund.

FINANCIAL INFORMATION

The Fund’s most recent Form N-CSR is available upon request, without charge, by contacting your financial intermediary, writing to Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104, calling 800.345.6611 or online at https://www.columbiathreadneedleus.com/investor.

RECORD OF BENEFICIAL OWNERSHIP

As of May 31, 2025, American Enterprise Investment Service, 903 3rd Avenue South, Minneapolis, MN 55402 owned 100% of the outstanding shares of the Fund.

As of May 31, 2025, Board members and officers of the Fund owned less than 1% of the Fund and each class of the Fund.

SHAREHOLDER PROPOSALS

The Fund is not required to hold regular meetings of shareholders each year. Meetings of shareholders are held from time to time and shareholder proposals intended to be presented at future meetings must be submitted in writing to the Fund in a reasonable time prior to the solicitation of proxies for any such meetings.

 

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HOUSEHOLDING

If you request a mailed copy of this information statement, the Fund will mail only one copy of this information statement to a household, even if more than one person in a household is a Fund shareholder of record, unless the Fund has received contrary instructions from one or more of the shareholders. If you need additional copies of this information statement and you are a holder of record of your shares, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104 or by calling 800-345-6611. If your shares are held in broker street name, please contact your financial intermediary to obtain additional copies of this information statement. If in the future you do not want the mailing of information statements to be combined with those of other members of your household, or if you have received multiple copies of this information statement and want future mailings to be combined with those of other members of your household, please contact the Fund in writing at Columbia Funds, c/o Columbia Management Investment Services Corp., P.O. Box 219104, Kansas City, MO 64121-9104, or by calling 800-345-6611, or contact your financial intermediary. The Fund undertakes to deliver promptly upon written or oral request a separate copy of the information statement to a security holder at a shared address to which a single copy of the document was delivered.

TAX116_05_007_(08/25)

 

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