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;
o not knowingly misrepresent, or cause others to misrepresent,
facts about any Fund to others, whether within or outside
the Fund,
(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.
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.