Exhibit 99.CODE ETH
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:
- honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal
and professional relationships;
- 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;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to
an appropriate person or persons identified in the Code; and
- 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:
- 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
- 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,:
- service as director on the board of any public or
private company;
- 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;
- 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;
- 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;
- 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:
- be familiar with the disclosure requirements generally
applicable to the Funds;
- --------
(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.
- 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;
- 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
- promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.
V. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- 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;
- annually affirm to the Board compliance with the
requirements of the Code;
- 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;
- notify the Chief Legal Officer and the Code Officer
promptly if he/she knows of any violation of this Code;
and
- 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:
- The Chief Legal Officer and/or the Code Officer will
take all appropriate action to investigate any potential
violation reported to him/her;
- 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;
- Any matter that the Chief Legal Officer and/or the Code
Officer believes is a violation will be reported to the
Audit Committee;
- 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;
- The Audit Committee will be responsible for granting
waivers in its sole discretion;
- 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:
- report to the Audit Committee quarterly any approvals
provided in accordance with Section III of this Code;
and
- 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.