as Applicants. Any entity that relies on the requested order will do so only in accordance with the terms and conditions contained in this Application.
Applicants are seeking this exemption to enable the Adviser and the Board to obtain for each Subadvised Series the services of
one or more Sub-Advisers believed by the Adviser and the Board to be particularly well suited to manage, or to provide model portfolio or investment recommendation(s) with respect to, all or a portion of the
assets of the Subadvised Series, and to make material amendments to Sub-Advisory Agreements believed by the Adviser and the Board to be appropriate, without the delay and expense of convening an in-person meeting of the Board to approve the Sub-Adviser Change. The requested relief is necessary so that the Board can take action quickly under the circumstances set out
in this Application.
If the requested relief is granted, the Adviser would be permitted to implement a Sub-Adviser Change related to a Subadvised Series that was approved by the Board, including a majority of the Independent Board Members, at a
non-in-person meeting. For the reasons discussed below, Applicants believe that the requested relief is appropriate in the public interest and consistent with the
protections of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. Applicants believe that each Subadvised Series and its shareholders would benefit from the requested relief because of delays in hiring or
replacing a Sub-Adviser and costs associated with holding an in-person Board meeting to approve a Sub-Adviser Change in the
absence of such relief.
Each of Columbia Funds Series Trust I, Columbia Funds Series Trust II, Columbia Funds Variable Insurance Trust, Columbia Funds
Variable Series Trust II and Columbia ETF Trust I is organized as a Massachusetts business trust; each of Columbia Funds Series Trust and Columbia ETF Trust II is organized as a Delaware statutory trust. Each Trust is registered with the Commission
as an open-end management investment company under the 1940 Act and currently consists of 54, 35, 14, 48, 6, 23, and 3 separate investment series, respectively, each of which is offered and sold pursuant to a
registration statement on Form N-1A. The Adviser serves as an investment adviser, as defined in Section 2(a)(20) of the 1940 Act, to each Series. The Trusts and the Series are not required to
hold annual shareholder meetings. Each Series may have its own distinct investment objective, policies, and restrictions.
Columbia Management is a limited liability company organized under the laws of the State of Minnesota and is registered with
the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act). Columbia Management is a wholly-owned subsidiary of Ameriprise Financial, Inc.
(Ameriprise). Ameriprise is a holding company that primarily conducts business through its subsidiaries to provide financial planning, products and services. Columbia Management serves, and each other Adviser will serve, as
the investment adviser to each Subadvised Series pursuant to an investment management agreement with the Trusts (each an Investment Management Agreement and together the Investment Management
Agreements). Columbia Management and each other Adviser is or will be registered with the Commission as an investment adviser under the Advisers Act.
Each Investment Management Agreement will be approved by the Board, including a majority of the Independent Board Members, and
by the shareholders of the relevant Subadvised Series in the manner required by Sections 15(a) and 15(c) of the 1940 Act and, if applicable, Rule 18f-2 thereunder. The terms of these Investment Management
Agreements will comply with Section 15(a) of the 1940 Act. Applicants are not seeking an exemption from the 1940 Act with respect to the Investment Management Agreements. Pursuant to the terms of each Investment Management Agreement, the
Adviser, subject to the supervision of the Board, will provide continuous investment management services to each Subadvised Series. The Adviser will periodically review a Subadvised Series investment policies and strategies and based on the
need of a particular Series may recommend changes to the investment policies and strategies of the Series for consideration by the Board.
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