Columbia Balanced Fund POS EX Additional exhibits for listing | CBALX 11 Apr 16

COLUMBIA ATLANTIC BOARD

Overview and Statement

Section 17(j) of the 1940 Act makes it unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for an investment company, to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such person of any security held or to be acquired by such investment company in contravention of such rules as the SEC may adopt to prevent any such acts, practices and courses of business as are fraudulent, deceptive or manipulative. Section 17(j) is intended to permit the SEC to create guidelines to prohibit persons affiliated with investment companies and their investment advisers and principal underwriters from engaging in securities transactions for their personal accounts when such transactions are likely to conflict with the investment programs of such investment companies.

In response to Section 17(j), the SEC adopted Rule 17j-1 under the 1940 Act. Rule 17j-1:

•

Prohibits affiliated persons of investment companies, and affiliated persons of their investment advisers and principal underwriters, from defrauding the investment company;

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Requires investment companies, their investment advisers and principal underwriters to adopt written codes of ethics containing provisions reasonably necessary to prevent certain affiliated persons known as “access persons” (defined in Section II) from defrauding the investment company; and

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Requires access persons to report to the investment company, adviser or distributor all transactions in securities of which they are the beneficial owners, subject to certain exceptions.

The Code of Ethics (the “Code”) set forth in this document shall apply to eachcovered fund¹ (“Fund”) advised by Columbia Management Investment Advisers, LLC. whose Board specifically adopts the Code. The Code applies to any of a Fund’saccess persons andindependent access persons², (as defined below) who are not otherwise covered under a Code of Ethics of the Adviser (including any Sub-adviser) or principal underwriter of the Fund that has been approved by the Board³ (an “Investment Adviser Code”). A person who is deemed an access person of the Fund and who is also an access person of the Adviser (including anySub-

adviser)

¹	Acovered fund is a closed end fund, a mutual fund, or an exchange traded fund for which CMIA serves as an investment adviser or for which an affiliate of CMIA serves as principal underwriter.

²	For purposes of the Code, each consultant who is engaged by the Board and who, in the course of his or her duties, receives all the information made available to independent access persons shall be treated as an independent access person.

The Investment Adviser Code of Ethics for Covered Persons was adopted by Columbia Management Investment Advisers, LLC and Columbia Management Investment Distributors, Inc. and approved by the Fund Boards pursuant to Rule 17j-1. Any Sub-advisers to the covered funds and ALPS, statutory underwriter to the Columbia ETFs, have also adopted Investment Adviser Codes that the applicable Board, as applicable, has approved pursuant to Rule 17j-1

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

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or principal underwriter to the Fund is only required to report under and otherwise comply with the Investment Adviser Code. Such persons, however, are still subject to the principles and prohibitions contained in Section I of the Fund’s Code.

Regardless of a person’s designation, Sections III and IV of this Code apply to all access and independent access persons of a Fund.

This Fund Policy should be read and interpreted in conjunction with theOverview and Implementation of the Compliance Program Policy.

Purpose.

The Board of each Fund has adopted this Code in order to comply with applicable regulatory requirements as outlined below:

Rule 17j-1(b) under the 1940 Act makes it unlawful for any officer or Board member of a Fund (as well as other persons who are access persons), in connection with the purchase or sale, directly or indirectly, by such person of a security “held or to be acquired”⁴ by the Fund:

To employ any device, scheme or artifice to defraud the Fund;

To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

To engage in any manipulative practice with respect to the Fund.

The restrictions included in this Code are designed to prevent violations of these prohibitions. (See Rule 17j-1(b)).

In addition, the Investment Company Institute (the “ICI”) has suggested that investment companies adopt additional measures to obviate conflicts, prevent and detect abusive practices and preserve the confidence of investors. Various requirements included in this Code are intended to substantially conform to additional measures suggested by the ICI.

This Code states the general principle for the operations of the Fund, sets out the principles of conduct for the members of the Board, and establishes requirements to assure transactions are carried out consistent with the standard.

II.	Definitions.

Access person is any director, officer or employee of the Fund and any individual (other than an independent access person (as defined below)) who falls within the definition of “Access Person” under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “1940 Act”).

⁴

A security “held or to be acquired” by the Fund means any “Covered Security” which, within the most recent 15 days: (i) is or has been held by the Fund; or (ii) is being or has been considered by the Fund or its Adviser for purchase by the Fund; and any option to purchase or sell, and any security convertible into or exchangeable for, a “Covered Security.”

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Independent access person is a director/trustee of the Fund who is not an “interested person” (as defined by the 1940 Act) of the Fund. The Fund’s CCO shall maintain a list of independent access persons of the Fund and advise them of their status once each year.

Covered security is any stock, bond or other security as defined in Section 2(a)(36) of the 1940 Act, except that covered security does not include a security issued by the Government of the United States, a bankers’ acceptance, a bank certificate of deposit, commercial paper or high quality short-term debt instrument, including a repurchase agreement, or shares issued by a registered open-end investment company (other than acovered fund or an exchange traded fund).

Covered security transaction includes, among other things, a transaction in a covered security, an option to purchase or sell a covered security and an over-the-counter contract on a narrow-based index of securities.

III.	Policy Regarding Insider Trading.

No access person or independent access personwho has any material non-public information relating to acovered security or to any publicly-traded companies or any issuer thereof with which the Fund or its investment manager, CMIA (or its affiliates) does business, such as customers, partners, or suppliers, may buy or sell suchcovered securities (or securities of such publicly-traded companies), pass the information to others for use in trading in securities or otherwise attempt to take advantage of the information.

For purposes of this Code,immediate family membermeans any parent, spouse of a parent, child, spouse of a child, spouse, domestic partner, brother, or sister (including step and adoptive relationships) sharing the same household.

IV.	Procedures.

Personal Security Transactions.

Prohibited Security Transactions in Covered Securities

Noaccess personorindependent access person shall purchase or sell, directly or indirectly, anycovered security in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, or cause any account over which he or she has any direct or indirect influence or control to purchase or sell anycovered security, if at the time of such purchase or sale he or she knew or should have known thecovered security is being considered for purchase or sale, or is being purchased or sold, for the Fund.

Prohibited Transactions in Shares of a Fund

Noaccess personorindependent access person shall purchase or redeem (or, in the case of acovered securityissued by a closed-end fund, sell) shares of a Fund in a manner that a reasonable investor would perceive to be market timing. The shares of all Funds, except for any money market Fund operating under Rule 2a-7 under the 1940 Act, are subject to this prohibition.

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Prohibited Use of Material, Nonpublic Information

Noaccess personorindependent access person shall trade, either personally or on behalf of others, while in possession of material, nonpublic information, nor may they communicate material, nonpublic information to others in violation of the law.

The restrictions set forth in Section IV shall not apply to:

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Purchases or sales over which the person has no direct or indirect influence or control (i.e., non-volitional trades);

•

Purchases which are part of an “Automatic Investment Plan”⁵;

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Purchases which are effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights;

•

Sales which are effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities; or

•

Purchases or sales in an investment advisory account of the person (either or alone or with others) over which the investment adviser for the account exercises investment discretion if the person did not have knowledge of the transaction before it was executed.

Reporting.

Access Persons.

Access persons who are not otherwise covered under an Investment Adviser Code and are notindependent access persons shall file initial, quarterly and annual reports as follows with the Chief Compliance Officer:

Initial Holdings Report.

Eachaccess person shall, upon assuming the position by which he or she became an access person, file a copy of each brokerage statement from the previous month which reflects the title, number of shares and principal amount of eachcovered security in which theaccess person has a direct or indirect beneficial ownership, and the name of any broker, dealer or bank with whom an account containing covered securities is held.

The same information must be provided for anycovered security in which theaccess person has a direct or indirect beneficial ownership which is not reflected on brokerage statements. The report must be dated and filed within 10 days of assuming the position. See Appendix A for Sample Report.

⁵

An “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes, without limitation, dividend and stock reinvestment plans.

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ii.

Quarterly Transaction Report.

A report shall be filed at the end of each calendar quarter that states theaccess person had nocovered security transactions during the quarter, or had onlycovered security transactions that are set forth on the monthly statements issued by each broker at which theaccess person has an account. The report shall attach these monthly statements from each brokerage account he or she maintains which shall include the following information:

Date of the transaction;

Title of the security, interest rate and maturity date;

Number of shares or principal amount;

Nature of transaction (purchase, sale, option, etc.); and

Price at which the transaction was effected.

Any transaction in acovered securitynot reflected on the brokerage statements shall be described on the report. The report shall be dated and filed within 30 days after the end of the calendar quarter. See Appendix B for Sample Report.

iii.

Annual Holdings Report.

An annual report shall be filed that references each brokerage statement for the previous month, and shall list the title, number of shares and principal amount of any othercovered security not listed on the statement in which theaccess person has a direct or indirect beneficial ownership.

In addition, it shall state that theaccess person has read the Code and complied with its provisions. All annual reports shall be dated and filed no later than 30 days after the end of the year. See Appendix C for Sample Report.

iv.

Annual Review.

The senior compliance manager will report to the Fund CCO any violation and the Fund CCO will report such matters to the Board.

Independent access persons.

Independent access persons shall report to the Chief Compliance Officer, who shall have responsibility for reviewing each report, on a quarterly (if applicable) and an annual basis as follows:

Quarterly report.

No quarterly report shall be filed unless at the time of acovered security transaction, theindependent access person knew or in the ordinary course of

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fulfilling his or her official duties as a Board member should have known, that during the 15-day period immediately preceding or following the date of the transaction, thecovered security was purchased or sold or was being considered for purchase or sale for the Fund. It is the responsibility of the Fund officers and the investment manager to keep to a minimum any discussion with independent access persons pertaining tocovered securities that are being considered or being actively traded for the Fund and to alertindependent access persons when such a discussion occurs so that they can avoid trading thecovered security. Prior to or immediately following the adjournment of any Board meeting (in person or telephonic), a list of anycovered securities that, based on discussions during the Board meeting, theindependent access persons might have a reasonable basis for knowing, during the 15-day period immediately preceding the meeting, were purchased or sold by or were being considered for purchase or sale for the Fund.

ii.

Annual report.

An annual report shall be filed stating whether he or she has read the Code and complied with its provisions. See Appendix D for Sample Report.

V.	Recordkeeping.

Recordkeeping functions under this Code are performed by AMC for bothaccess personsandindependent access persons. The following records shall be maintained by AMC, as applicable for a period of seven years and shall keep all reports filed pursuant to this Code confidential except that such reports will be made available to the CCO, the SEC, or any representative thereof upon proper request:

A copy of the Code of Ethics;

A list of allindependent access persons and a list of persons responsible for reviewing their reports;

A record of any violation and of any action taken;

A copy of each report filed under this Code; and

A copy of each written report and certification furnished to the Board by the CCO, on the Fund’s behalf.

VI.	Review of the Code by the Board.

On an annual basis, the Board shall review operation of this Code and shall adopt such amendments as may be necessary to assure that the Code contains provisions reasonably necessary to prevent violations of Rule 17j-1(b).

In addition to adhering to the requirements listed in this Code of Ethics Fund Policy, trustees/directors will complete an Annual Questionnaire, which is designed to evaluate potential conflicts of interests, employment/director positions, and ownership of certain securities.

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At least annually, the CCO, on the Fund’s behalf, will provide to the Board, and the Board will consider, a written report that:

Describes any issues arising under the Code or related procedures during the past year, including, but not limited to, information about material violations of the Code or any procedures adopted in connection therewith and that describes the sanctions imposed in response to material violations; and

Certifies that the Fund and each service provider have adopted procedures reasonably necessary to prevent access persons from violating the Code.

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APPENDIX A

[NAME OF FUND COMPLEX]

Initial Holdings Report*

Pursuant to Section IV(B)(I)(i) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below** all holdings ofCovered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on , 201 , the day I became anAccess Person. I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trusteeif I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiaryif I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)


Title of Security		Number of Shares (equity security) or Principal Amount (debt security)

Security Accounts (holding securities for my direct or indirect benefit)


Broker, Dealer or Bank Name		Name(s) on Account

This report may exclude holdings and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the holdings and accounts listed above.


Dated:						Signature:

*	Please complete and submit this form no later than 10 days after you became an “Access Person”.

**	You may attach account statements instead of listing holdings and security accounts.

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APPENDIX B

[NAME OF FUND COMPLEX]

Quarterly Transaction Report*

Pursuant to Section IV(B)(I)(ii) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below** all transactions effected inCovered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts established at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit during the calendar quarter ended , 201 . I understand that I am required to report my own transactions and accounts, and transactions and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trusteeif I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiaryif I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)

Title of Security

Date of
Transaction

Number of Shares
(equity security) or
Principal Amount
(debt security)

Interest Rate
and Maturity
Date (if
applicable)

Nature of
Transaction
(Purchase,
Sale Other)

Price of
Covered
Security

Broker,
Dealer
or Bank
Name

Ticker
Symbol or
CUSIP
Number

Security Accounts (holding securities for my direct or indirect benefit)


Broker, Dealer or Bank Name	Name(s) on Account	Date Account Was Established

This report may exclude transactions and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the securities and accounts listed above.


Dated:						Signature:

*	Please complete and submit this form no later than 30 days after the end of each calendar quarter.

**	You may attach account statements instead of listing transactions and security accounts.

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APPENDIX C

[NAME OF FUND COMPLEX]

December 31, 201 Annual Holdings Report*

Pursuant to Section IV(B)(1)(iii) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below** all holdings ofCovered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on December 31, 201 . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trusteeif I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiaryifI have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)


Title of Security	Number of Shares (equity security) or Principal Amount (debt security)	Ticker Symbol or CUSIP Number

Security Accounts (holding securities for my direct or indirect benefit)


Broker, Dealer or Bank Name		Name(s) on Account


Dated:						Signature:

*	Please complete and submit this form no later than 30 days after the end of each calendar year.

**	You may attach account statements instead of listing holdings and accounts.

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APPENDIX D

[NAME OF FUND COMPLEX]

Annual Certification of Compliance

for the Calendar Year Ended December 31, 201 .

Pursuant to Section IV(B)(2)(ii) of the Code of Ethics

To the Senior Compliance Manager:

I hereby certify that, during the calendar year specified above, I have complied with the requirements of the Code of Ethics and have disclosed or reported all accounts, holdings and personal securities transactions, if any, that I am required to disclose or report pursuant to the requirements of the Code of Ethics. I have read and understand the Code of Ethics and recognize that I am subject thereto.


Dated:						Signature:

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Columbia Balanced Fund (CBALX) POS EXAdditional exhibits for listing