COLUMBIA MANAGEMENT GROUP FAMILY OF FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics (the "Code") for the investment companies within
the Columbia Management Group fund complex (collectively the "Funds" and
each, a "Fund") applies to the Funds' Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer, and Director of
Trustee Administration (the "Covered Officers") for the purpose of
promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a Fund files with, or submits to, the Securities
and Exchange Commission ("SEC"), and in other public communications
made by a Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer shall adhere to a high standard of business
ethics and shall be sensitive to situations that may give rise to actual or
apparent conflicts of interest.
II. ADMINISTRATION OF THE CODE
The Boards of Trustees and Boards of Directors of the Funds
(collectively, the "Board") shall designate an individual to be primarily
responsible for the administration of the Code (the "Code Officer"). The
Code shall be administered by the Columbia Management Group Compliance
Department. In the absence of the Code Officer, his or her designee shall
serve as the Code Officer, but only on a temporary basis.
Each Fund has designated a chief legal officer (the "Chief Legal
Officer") for purposes of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder. The Chief Legal Officer of a Fund shall assist the
Fund's Code Officer in administration of this Code. The Chief Legal Officer
shall be responsible for applying this Code to specific situations in which
questions are presented under it (in consultation with Fund counsel, where
appropriate) and has the authority to interpret this Code in any particular
situation. However, any
waivers sought by a Covered Officer must be approved by each Audit
Committee of the Funds (collectively, the "Audit Committee").
III. MANAGING CONFLICTS OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his/her service to, a
Fund. For example, a conflict of interest would arise if a Covered Officer,
or a family member, receives improper personal benefits as a result of the
Covered Officer's position with a Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and a Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (the "Company Act") and
the Investment Advisers Act of 1940 (the "Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such
as the purchase or sale of securities or other property) with a Fund
because of their status as "affiliated persons" of the Fund. A Fund's and
its investment adviser's compliance programs and procedures are designed to
prevent, or identify and correct, violations of those provisions. This Code
does not, and is not intended to, repeat or replace those programs and
procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between a Fund and its investment adviser, administrator,
principal underwriter, pricing and bookkeeping agent and/or transfer agent
(each, a "Service Provider") of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for a
Fund or for a Service Provider, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
Service Provider and a Fund. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between the
Fund and the Service Provider and is consistent with the performance by the
Covered Officers of their duties as officers of a Fund. In addition, it is
recognized by the Board that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or
other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions of the Company Act and
the Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that
these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly
before the interest of a Fund.
Each Covered Officer must:
o not use personal influence or personal relationships improperly to
influence investment decisions or financial reporting by a Fund
whereby the Covered Officer or an immediate family member would
benefit personally to the detriment of a Fund; and
o not cause a Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer or an immediate
family member rather than the benefit of the Fund.1.
There are some conflict of interest situations that must be approved
by the Code Officer, after consultation with the Chief Legal Officer. Those
situations include, but are not limited to,:
o service as director on the board of any public or private company;
o the receipt of any gifts in excess of $100 in the aggregate from a
third party that does or seeks to do business with the Funds during
any 12-month period;
o the receipt of any entertainment from any company with which a Fund
has current or prospective business dealings, unless such
entertainment is business-related, reasonable in cost, appropriate as
to time and place, and not so frequent as to raise any question of
impropriety;
o any material ownership interest in, or any consulting or employment
relationship with, any Fund service providers, other than its
investment adviser, principal underwriter, administrator or any
affiliated person thereof;
o a direct or indirect material financial interest in commissions,
transaction charges or spreads paid by a Fund for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
IV. DISCLOSURE AND COMPLIANCE
Each Covered Officer shall:
o be familiar with the disclosure requirements generally applicable to
the Funds;
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1 For purposes of this Code, personal trading activity of the Covered Officers
shall be monitored in accordance with the Columbia Management Group Code of
Ethics. Each Covered Officer shall be considered an "Access Person" under such
Code. The term "immediate family" shall have the same meaning as provided in
such Code.
o not knowingly misrepresent, or cause others to misrepresent, facts
about any Fund to others, whether within or outside the Fund,
including to the Fund's trustees and auditors, and to governmental
regulators and self-regulatory organizations;
o to the extent appropriate within his/her area of responsibility,
consult with other officers and employees of the Funds and the adviser
with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Funds file
with, or submit to, the SEC and in other public communications made by
the Funds; and
o promote compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
V. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or after becoming a Covered Officer),
affirm in writing to the Board that he/she has received, read and
understands the Code;
o annually affirm to the Board compliance with the requirements of the
Code;
o not retaliate against any other Covered Officer or any employee of the
Funds or their affiliated persons for reports of potential violations
that are made in good faith;
o notify the Chief Legal Officer and the Code Officer promptly if he/she
knows of any violation of this Code; and
o respond to the trustee and officer questionnaires circulated
periodically in connection with the preparation of disclosure
documents for the Funds.
The Code Officer shall maintain records of all activities related to this
Code.
The Funds will follow the procedures set forth below in investigating and
enforcing this Code:
o The Chief Legal Officer and/or the Code Officer will take all
appropriate action to investigate any potential violation reported to
him/her;
o If, after such investigation, the Chief Legal Officer and the Code
Officer believes that no violation has occurred, the Code Officer will
notify the person(s) reporting the potential violation, and no further
action is required;
o Any matter that the Chief Legal Officer and/or the Code Officer
believes is a violation will be reported to the Audit Committee;
o If the Audit Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
the Chief Executive Officer of Columbia Management Group; or a
recommendation to sanction or dismiss the Covered Officer;
o The Audit Committee will be responsible for granting waivers in its
sole discretion;
o Any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
The Chief Legal Officer shall:
o report to the Audit Committee quarterly any approvals provided in
accordance with Section III of this Code; and
o report to the Audit Committee quarterly any violations of, or material
issues arising under, this Code.
VI. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and
forms applicable to registered investment companies thereunder. Insofar as
other polices or procedures of the Funds or the Funds' Service Providers
govern or purport to govern the behavior or activities (including, but not
limited to, personal trading activities) of the Covered Officers who are
subject to this Code, they are superseded by this Code to the extent that
they overlap or conflict with the provisions of this Code. The Funds' and
their investment advisers' and principal underwriter's codes of ethics
under Rule 17j-1 under the Company Act and any policies and procedures of
the Service Providers are separate requirements applicable to the Covered
Officers and are not part of this Code.
VII. AMENDMENTS
All material amendments to this Code must be approved or ratified by
the Board, including a majority of independent directors.
VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Board, the Covered
Officers, the Chief Legal Officer, the Code Officer, outside audit firms
and legal counsel to the Funds, and senior management of Columbia
Management Group.
IX. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.