EX-99.P(1) 10 file010.txt CODE OF ETHICS COLUMBIA WANGER ASSET MANAGEMENT, L.P. COLUMBIA ACORN TRUST WANGER ADVISORS TRUST CODE OF ETHICS EFFECTIVE JANUARY 1, 2006
Table of Contents OVERVIEW AND DEFINITIONS PAGE Overview 3 Things You Need to Know to Use This Code 4 Definitions 5-7 Part I STATEMENT OF GENERAL PRINCIPLES (APPLIES TO ALL EMPLOYEES) A. Compliance with the Spirit of the Code 8 B. Additional Codes of Ethics 8 C. Nonpublic Information 9 D. Reporting Violations of CWAM Code of Ethics 9 E. Compliance with Federal Securities Laws 9 Part II PROHIBITED TRANSACTIONS AND ACTIVITIES (APPLIES TO ALL EMPLOYEES) A. Prohibition on Fraudulent and Deceptive Acts 10 B. Restrictions Applicable to All Employees with respect to Redemptions or Exchanges of Open-end Mutual Fund Investments 10 C. Restrictions Applicable to All Employees with Respect to Transactions in Bank of America's Retirement Plans 11 D. Trading Restrictions Applicable to All Access Persons 11-13 1. Prohibition on Trading Securities Being Purchased, Sold or Considered for Purchase or Sale by a Client Account 11 2. Pre-clearance of Transactions 12 3. Fourteen Calendar Day Blackout Period 12 4. Initial Public Offerings, Hedge Funds and Private Placements 12 5. Short-Term Trading (60 Calendar Days) 13 6. Excessive Trading 13 7. Closed-end Funds Advised by Bank of America 13 E. Additional Trading Restrictions Applicable to Investment Persons 13-15 F. Exempt Transactions 15 G. Restriction on Service as Officer or Director 16 H. Participation in Investment Clubs 16 I. Additional Restrictions for Specific Sub-Groups 16 J. Gifts 16 K. Penalties for Non-Compliance 16 Part III ADMINISTRATION AND REPORTING REQUIREMENTS (APPLIES TO ALL EMPLOYEES) A. New Employees 17 B. Annual Code Coverage Acknowledgement and Compliance Certification 17 C. Reporting Requirements for All Access Persons 17-18 1. Initial Certification to the Code and Disclosure of All Investment Accounts and Personal Holdings of Covered Securities and Open-end Mutual Funds 18 2. Quarterly Investment Account and Transaction Report 18 3. Annual Holdings Report 18 4. Duplicate Account Statements and Confirmations 18 D. Exceptions from the Above Reporting Requirements 18 E. Code Administration 18 F. Monitoring of Transactions 19 G. Certification of Compliance and Receipt of Code 19 H. Non-public Information 19 I. Responsibility 19 J. Questions 19 K. Compliance With the Code 20 L. Retention of Records 20 M. Furnishing of the Code upon Request 20 -------------------------------------------------------------------------------- 1 APPENDICES: Appendix A Beneficial Ownership 21-22 Appendix B Pre-clearance Procedures for Personal Transactions in Covered Securities and Open-end Funds 23 Appendix C Pre-clearance Procedures 24-25 Appendix D Hardship Exceptions to the Short-term Profit Trading Ban 26 Appendix E Sanction Schedule 27 Appendix F Portfolio Holdings Disclosure Policy 28-29 FORMS: Form A Initial Holdings Report 30-32 Form B Quarterly Personal Securities Transaction Report 33 Form C Annual Code of Ethics Certification 34 Annual Policy Concerning Material Non-public Information 34 Annual Holdings Report 35 Form D Multi-Approval Form 36
-------------------------------------------------------------------------------- 2 COLUMBIA WANGER ASSET MANAGEMENT, L.P. CODE OF ETHICS OVERVIEW This is the Code of Ethics for: o All employees and officers of Columbia Wanger Asset Management, L.P. (CWAM) and employees of Bank of America or CMG Companies who receive official notice under this Code of Ethics from Compliance. o The Code is intended to satisfy the requirements of Rule 204A-1 under the Investment Advisers Act of 1940. In addition, this Code is intended to satisfy certain NASD requirements for registered personnel. The Code covers the following activities: o It prohibits certain activities by EMPLOYEES that involve the potential for conflicts of interest (Part I). o It prohibits certain kinds of PERSONAL SECURITIES TRADING by ACCESS PERSONS (Part II). o It requires all EMPLOYEES to report their open-end mutual fund holdings and transactions, and requires ACCESS PERSONS to report ALL of their securities holdings, transactions and accounts so they can be reviewed for conflicts with the investment activities of CWAM CLIENT ACCOUNTS (Part III) and compliance with this Code. Failure to comply with this Code may result in disciplinary action, including termination of employment. -------------------------------------------------------------------------------- 3 THINGS YOU NEED TO KNOW TO USE THIS CODE This Code applies to all Employees and is divided as follows: o OVERVIEW AND DEFINITIONS o PART I Statement of General Principles o PART II Prohibited Transactions and Activities o PART III Administration and Reporting Requirements o APPENDICES: Appendix A Beneficial Ownership Appendix B Pre-Clearance Procedures for Personal Transactions in Covered Securities and Open-end Mutual Funds Appendix C Pre-Clearance Procedures Appendix D Exceptions to the Short-Term Profit Trading Ban Appendix E Sanctions Schedule Appendix F Portfolio Holdings Disclosure Policy o FORMS: Form A Initial Holdings Report Form B Quarterly Personal Securities Transaction Report Form C Annual Code of Ethics Certification Annual Policy Concerning Material Non-Public Information Annual Holdings Report Form D Multi-Approval Form To understand what other parts of this Code apply to you, you need to know whether you fall into one or more of these categories: o ACCESS PERSON (ALL EMPLOYEES) o INVESTMENT PERSON If after reading the definitions you don't know which category you belong to, contact CWAM Compliance at (312) 634-9829. -------------------------------------------------------------------------------- 4 DEFINITIONS Terms in BOLDFACE TYPE have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms below. THESE TERMS HAVE SPECIAL MEANINGS IN THE CODE OF ETHICS: o "ACCESS PERSON" means (i) any EMPLOYEE: (A) who has access to nonpublic information regarding any purchase or sale of securities in a CLIENT ACCOUNT, or nonpublic information regarding the portfolio holdings of any CLIENT ACCOUNT, or (B) who is involved in making securities recommendations to a CLIENT ACCOUNT, or who has access to such recommendations that are nonpublic, (ii) any officer of CWAM, and (iii) any other EMPLOYEE designated as an ACCESS PERSON by COMPLIANCE. COMPLIANCE shall maintain a list of EMPLOYEES deemed to be ACCESS PERSONS and will notify each EMPLOYEE of their designation under this Code. An ACCESS PERSON does not include the independent directors of the funds managed by CWAM; however it does include the FUND CCO and his/her staff. o "AUTOMATIC INVESTMENT PLAN" means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation. These may include payroll deduction plans, issuer dividend reinvestment programs ("DRIPs") or 401(k) automatic investment plans. o A security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a recommendation to purchase or sell the security has been made or is expected to be made soon (within 7 calendar days) and communicated or, with respect to the person making the recommendation, when such person decides to make the recommendation. o "BENEFICIAL OWNERSHIP" means direct or indirect, through any contract, arrangement, understanding, relationship or otherwise, pecuniary interest in a security. The term "pecuniary interest" is further defined to mean "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." BENEFICIAL OWNERSHIP includes accounts of a spouse, minor children and relatives resident in the home of the ACCESS PERSON, as well as accounts of another person if the ACCESS PERSON obtains therefrom benefits substantially equivalent to those of ownership. For additional information, see Appendix A. o "CCO" means CWAM's Chief Compliance Officer or his/her designee. o "CIO" means CWAM's Chief Investment Officer. o "COO" means CWAM's Chief Operating Officer. o "CLIENT" or "CLIENT ACCOUNT" refers to any investment account - including, without limitation, any registered or unregistered investment company or fund - for which CWAM has been retained to act as investment adviser or sub-adviser. o "CLOSED-END FUND" refers to a registered investment company whose shares are publicly traded in a secondary market rather than directly, with the fund. o "CMG" refers to Columbia Management Group, Inc. Its direct and indirect affiliates that have adopted the CMG Code of Ethics are referred to as the "CMG COMPANIES". o "COMPLIANCE" refers to CWAM's Compliance Department: The CWAM CCO and his designees. o "CONTROL" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940. -------------------------------------------------------------------------------- 5 o "COVERED SECURITY" means anything that is considered a "security" under the Investment Company Act of 1940, but does not include: 1. Direct obligations of the U.S. Government. 2. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. 3. Shares of OPEN-END MUTUAL FUNDS. (Subject to pre-clearance procedures in Appendix B.) 4. Futures and options on futures. However, a proposed trade in a "single stock future" (a security future which involves a contract for sale for future delivery of a single security) is subject to the Code's pre-clearance requirement COVERED SECURITIES therefore include stocks, bonds, debentures, convertible and/or exchangeable securities, notes, options on securities, warrants, rights, and shares of exchange traded funds (ETFs), among other instruments. If you have any question or doubt about whether an investment is a considered a security or a COVERED SECURITY under this Code, ask COMPLIANCE. o "CWAM" refers to Columbia Wanger Asset Management, L.P. o "CWAM CODE OF ETHICS COMMITTEE" consists of the CWAM COO, the CWAM CCO, the CWAM CIO and the CWAM Human Resource Director. The FUND CCO shall participate as a non-voting member of this Committee. o "EMPLOYEE" means any employee of CWAM who receives official notice of coverage under this Code of Ethics from CWAM COMPLIANCE. o "EXCLUDED FUND" is defined as money market funds or other funds designed to provide short term liquidity. Contact COMPLIANCE if you have any questions about whether a fund may qualify as an Excluded Fund. o "FAMILY HOLDINGS" and "FAMILY/HOUSEHOLD MEMBER" - defined in Appendix A. o "FEDERAL SECURITIES LAWS" means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a -mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 -5314; 5316 - 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of Treasury. o "FUND CCO" refers to the Chief Compliance Officer of the Columbia Acorn Trust and Wanger Advisors Trust. o "INFORMATION WALL" refers to the policies and procedures established by CWAM in the Policies and Procedures Concerning Information Wall found in the CWAM Statement of Operations and Supervisory Procedures Manual. o "INITIAL PUBLIC OFFERING (IPO)" generally refers to a company's first offer of shares to the public. Specifically, an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. o "INVESTMENT PERSON" refers to an ACCESS PERSON who has been designated, by COMPLIANCE, as such and may include the following CWAM EMPLOYEES: o Portfolio Managers; and -------------------------------------------------------------------------------- 6 o Research Analysts o "OPEN-END MUTUAL FUND" refers to a registered investment company whose shares (usually regarding separate "series" or portfolios of the fund) are continuously offered to and redeemed (or exchanged, for other shares) by investors directly (or through financial intermediaries) based on the "net asset value" of the fund. o "PRIVATE PLACEMENT" generally refers to an offering of securities that is not offered to the public. Specifically, an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) of, or Regulation D under, the Securities Act of 1933. o "PURCHASE OR SALE OF A SECURITY" includes, among other things, the writing of an option to purchase or sell a security. o "REGISTERED PERSONNEL" means an EMPLOYEE licensed and registered with the NASD. o "SUPERVISED PERSON" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or EMPLOYEE of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and CONTROL of the investment adviser. -------------------------------------------------------------------------------- 7 PART I STATEMENT OF GENERAL PRINCIPLES This Section Applies to All Employees The relationship with our CLIENTS is fiduciary in nature. This means that you are required to put the interests of our CLIENTS before your personal interests. This Code is based on the principle that all officers, directors and EMPLOYEES of CWAM are required to conduct their personal securities transactions in a manner that does not interfere with the portfolio transactions of, or take unfair advantage of their relationship with CWAM OR CLIENT. This fiduciary duty is owed by all persons covered by this Code to each and all of our advisory CLIENTS. No EMPLOYEE shall knowingly sell to or purchase from a CLIENT any security or other property, except securities issued by that CLIENT. It is imperative that all officers, directors and EMPLOYEES avoid situations that might compromise or call into question their exercise of independent judgment in the interest of CLIENT ACCOUNTS. Areas of concern relating to independent judgment include, among others, taking personal advantage of unusual or limited investment opportunities appropriate for CLIENTS, and receipt of gifts from persons doing or seeking to do business with CWAM. All EMPLOYEES must adhere to the specific requirements set forth in this Code, including the requirements related to personal securities trading. A. COMPLIANCE WITH THE SPIRIT OF THE CODE CWAM recognizes that sound, responsible personal securities trading by its personnel is an appropriate activity when it is not excessive in nature and conducted in such a manner as to be consistent with the code of ethics and to avoid any actual or potential conflict of interest. However, CWAM will not tolerate personal trading activity which is inconsistent with our duties to our CLIENTS or which injures the reputation and professional standing of our organization. Therefore, technical compliance with the specific requirements of this Code will not insulate you from scrutiny should a review of your trades indicate breach of your duty of loyalty to the firm's CLIENTS or otherwise pose a hazard to the firm's reputation and standing in the industry. THE CWAM CODE OF ETHICS COMMITTEE has the authority to grant when appropriate written waivers from the provisions of this Code for EMPLOYEES. It is expected that this authority will be exercised only in rare instances. The CWAM CODE OF ETHICS COMMITTEE may consult with the CMG Legal Department prior to granting any such waivers. B. ADDITIONAL CODES OF ETHICS All EMPLOYEES are also subject to CWAM's Compliance Program concerning Non-public Information and Proprietary Information, and CWAM's Policies and Procedures Concerning INFORMATION WALL. All EMPLOYEES are subject to the Bank of America Corporation Code of Ethics and General Policy on Insider Trading. All EMPLOYEES are required to read and comply with that Code which includes many further important conflict of interest policies applicable to all Bank of America associates, including policies on insider trading and receipt of gifts by EMPLOYEES. It is available on the intranet links portion of Bank of America's intranet homepage. Separate Codes of Ethics will be applicable to the independent trustees of Columbia Acorn Trust and Wanger Advisors Trust. CMG maintains a separate Code of Ethics applicable to EMPLOYEES of certain CMG COMPANIES. Persons responsible for administering this Code should consult relevant provisions of the CMG and -------------------------------------------------------------------------------- 8 Bank of America Codes, when considering the implementation and scope of this Code. However, to the extent that such other Codes' provisions are inconsistent with the CWAM Code, the provisions of the CWAM Code will govern the conduct of ACCESS PERSONS. C. APPROVED BROKER-DEALER REQUIREMENT FOR EMPLOYEE INVESTMENT ACCOUNTS Employees are required to read and comply with the Global Wealth and Investment Management ("Global WIM") Associate Designated Brokerage Account Policy. Unless an exception has been granted, that policy requires Employees to maintain their current and any new Associate Accounts with Banc of America Investment Services, Inc. (BAI) or Merrill Lynch. The policy is available on the intranet links portion of Global WIM's intranet homepage. D. NONPUBLIC INFORMATION SUPERVISED PERSONS are prohibited from disclosing to persons outside the firm any material nonpublic information about any client, the securities investments made by the firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm's trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes. Disclosure of nonpublic information is a violation of CWAM's Non-Public Information Policy and breaches of CWAM's fiduciary duty. Incorporated in this Code are the provisions of the Funds' Portfolio Holdings Disclosure Policy in Appendix F. E. REPORTING VIOLATIONS OF CWAM CODE OF ETHICS SUPERVISED PERSONS must report any conduct by another SUPERVISED PERSON that one reasonably believes constitutes or may constitute a violation of the CWAM Code of Ethics. SUPERVISED PERSONS must promptly report all relevant facts and other circumstances indicating a violation of the CWAM Code of Ethics to Joe LaPalm at (312) 634-9829 or to the CMG Ethics and Compliance Helpline at 1.888.411.1744 (toll free). If you wish to remain anonymous, use the name "Mr. Columbia" or "Mrs. Columbia" when calling collect. You will not be retaliated against for reporting information in good faith in accordance with this policy. F. COMPLIANCE WITH FEDERAL SECURITIES LAWS SUPERVISED PERSONS are required to comply with the FEDERAL SECURITIES LAWS. -------------------------------------------------------------------------------- 9 Part II PROHIBITED TRANSACTIONS AND ACTIVITIES This Section Applies to All Employees A. PROHIBITION OF FRAUDULENT AND DECEPTIVE ACTS The Investment Advisers Act of 1940 makes it unlawful for any investment adviser, directly or indirectly, to employ any device, scheme or artifice to defraud any CLIENT or prospective CLIENT, or to engage in any transaction or practice that operates as a fraud or deceit on such persons. The Investment Company Act of 1940 makes it unlawful for any director, trustee, officer or EMPLOYEE of an investment adviser of an investment company (as well as certain other persons), in connection with the purchase or sale, directly or indirectly, by such person of a "SECURITY HELD OR TO BE ACQUIRED" by the investment company (the "Fund"): 1. To employ any device, scheme or artifice to defraud the Fund; 2. To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; 3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or 4. To engage in any manipulative practice with respect to the Fund. Note: "SECURITY HELD OR TO BE ACQUIRED" means (i) any COVERED SECURITY which, within the most recent 15 days: (A) is or has been held by the Fund; or (B) is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for a COVERED SECURITY within the scope of clause (i) above. All EMPLOYEES are required to comply with these and all other applicable FEDERAL SECURITIES LAWS. Requirements of these laws are embodied in the policies and procedures of the CMG COMPANIES. B. RESTRICTIONS APPLICABLE TO ALL EMPLOYEES WITH RESPECT TO REDEMPTIONS OR EXCHANGES OF OPEN-END MUTUAL FUND INVESTMENTS 1. No EMPLOYEE may engage in any purchase and sale or exchange in the same class of shares of an OPEN-END MUTUAL FUND that occurs within 60 days of one another. (This provision does not apply to any EXCLUDED FUND.) 2. ALL REDEMPTIONS OR EXCHANGES of shares of ANY OPEN-END MUTUAL FUND (except an EXCLUDED FUND), in which an EMPLOYEE has BENEFICIAL OWNERSHIP must be approved using the pre-clearance procedures in Appendix B. Note: PURCHASES of OPEN-END MUTUAL FUNDS no longer require prior approval. Except in rare cases of hardship, gifting of securities or other unusual circumstances no such redemption or exchange will be approved unless such investment has been held for at least 60 CALENDAR DAYS. All such exceptions require advance approval from the CCO. Therefore, if an EMPLOYEE purchases shares of an OPEN-END MUTUAL FUND, he or she will not be permitted to redeem or exchange out of any shares of that fund for at least 60 CALENDAR DAYS. -------------------------------------------------------------------------------- 10 Exceptions: (1) Transactions in shares of EXCLUDED FUNDS, and (2) as provided immediately below for Bank of America's retirement plans, and (3) at Section F of Part II of this Code regarding other "Exempt Transactions" (as applicable). 3. LATE TRADING PROHIBITION: Late trading of mutual funds is illegal. No Employee shall engage in any transaction in any OPEN-END MUTUAL FUND shares on a day where the order is placed after the time as of which the net asset value of the fund is last determined on that day. 4. MARKET TIMING PROHIBITION: No EMPLOYEE shall engage in mutual fund market timing activities. CWAM Management believes that the interests of a mutual fund's long-term shareholders and the ability of a mutual fund to manage its investments may be adversely affected when fund shares are repeatedly bought and sold (or exchanged) by any individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice, known as "market timing," can occur in several ways: either in direct purchases and sales of mutual fund shares, through rapid reallocation of funds held in 401(k) or similarly structured retirement or other accounts invested in mutual fund assets, or through the rapid reallocation of funds held in variable annuity and variable life policies invested in mutual fund assets. C. RESTRICTIONS APPLICABLE TO ALL EMPLOYEES WITH RESPECT TO TRANSACTIONS IN BANK OF AMERICA'S RETIREMENT PLANS As a reminder all Employees must comply with the Policy of Excessive Trading and Market Timing in the Bank of America Retirement Plans ("Retirement Plan Policy") located in the Retirement overview section of Personal Online, under the Benefits tab. The Retirement Plan Policy generally limits the frequency with which an associate can move dollars in and out of any retirement plan investment choice to once every 30 days. Associates who violate this policy will be restricted in their ability to make future fund exchanges and may be subject to disciplinary action - up to and including termination of employment. In addition to the Retirement Plan Policy, all employees participating in the Plans remain subject to the particular restrictions on trading mutual fund shares contained in the prospectuses of mutual funds offered by the Plans, including but not limited to Columbia Funds. NOTE: Investment holdings and transactions in BAC Retirement Plans are exempt from the pre-clearance requirements in Part II and the reporting requirements of Part III of this Code. D. TRADING RESTRICTIONS APPLICABLE TO ALL ACCESS PERSONS 1. PROHIBITION ON TRADING COVERED SECURITIES BEING PURCHASED, SOLD OR CONSIDERED FOR PURCHASE OR SALE BY ANY CWAM CLIENT ACCOUNT No ACCESS PERSON shall purchase or sell, directly or indirectly, any COVERED SECURITY in which such person had, or by reason of such transaction acquires, any direct or indirect BENEFICIAL OWNERSHIP when, at the time of such purchase or sale, the same class of security: o Is the subject of an open buy or sell order for a CLIENT ACCOUNT; or o Is BEING CONSIDERED FOR PURCHASE OR SALE by a CLIENT ACCOUNT -------------------------------------------------------------------------------- 11 NOTE: o This restriction DOES NOT APPLY to securities of an issuer that has a MARKET CAPITALIZATION OF $25 BILLION OR MORE at the time of the transactions; however, an ACCESS PERSON must pre-clear these trades as with any other personal trade. o No ACCESS PERSON shall purchase or sell any security, other than a listed index option, listed index futures contract or ETF, in which such person has or would thereby acquire a beneficial interest which the ACCESS PERSON knows or has reason to believe is being purchased or sold or considered for purchase or sale by a CLIENT, until all CLIENTS' transactions have been completed or consideration of such transactions has been abandoned. 2. PRE-CLEARANCE OF TRANSACTIONS ACCESS PERSONS must pre-clear all transactions in COVERED SECURITIES in which they have BENEFICIAL OWNERSHIP using the pre-clearance procedures described in Appendix C. ACCESS PERSONS may rely on the exemptions stated in Section F of Part II of this Code. -------------------------------------------------------------------------------- NOTE: PRE-CLEARANCE REQUESTS MUST BE SUBMITTED DURING NYSE HOURS. PRE-CLEARANCE APPROVALS ARE VALID UNTIL 4:00 PM ET OF THE NEXT BUSINESS DAY AFTER APPROVAL. (Example: If a pre-clearance approval is granted on Tuesday, the approval is valid only until 4:00 pm ET Wednesday.) -------------------------------------------------------------------------------- 3. FOURTEEN CALENDAR DAY BLACKOUT PERIOD No ACCESS PERSON shall purchase or sell any COVERED SECURITY (or its equivalent) within a period of 7 CALENDAR-DAYS before or after a purchase or sale of the same class of security by a CLIENT ACCOUNT. NOTE: The 14 calendar-day restriction DOES NOT APPLY: o To securities of an issuer that has a MARKET CAPITALIZATION OF $25 BILLION OR MORE at the time of the transactions; however, an ACCESS PERSON must pre-clear these trades as with any other personal trade. Also, this exception does not relieve ACCESS PERSONS of the duty to refrain from inappropriate trading of securities held or BEING CONSIDERED FOR PURCHASE OR SALE in CLIENT ACCOUNTS with which they are regularly associated. 4. INITIAL PUBLIC OFFERINGS (IPOS), Hedge Funds AND PRIVATE PLACEMENTS No ACCESS PERSON shall acquire BENEFICIAL OWNERSHIP of securities in an INITIAL PUBLIC OFFERING, hedge fund or PRIVATE PLACEMENT except with the prior written approval of the CWAM CCO. (NOTE: REGISTERED PERSONNEL are prohibited from purchasing IPO'S.) In approving such acquisition, the CCO must determine that the acquisition does not conflict with the Code or its underlying policies, or the interests of CWAM or its CLIENTS. In deciding whether such approval should be granted, the CCO shall consider whether the investment opportunity should be reserved for CLIENTS, and whether the opportunity has been offered to the ACCESS PERSON because of the ACCESS PERSON's relationship with CLIENTS. The CCO may approve such acquisition where there are circumstances in which the opportunity to acquire the security has been made available to the ACCESS PERSON for reasons other than the ACCESS PERSON's relationship with CWAM or its CLIENTS. Such circumstances might include, among other things: o An opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the ACCESS -------------------------------------------------------------------------------- 12 PERSON's ownership of an insurance policy issued by the IPO company or an affiliate of the IPO company conveys the investment opportunity; o An opportunity resulting from the ACCESS PERSON's pre-existing ownership of an interest in the IPO company or status of an investor in the IPO company; o An opportunity made available to the ACCESS PERSON's spouse, in circumstances permitting the CCO reasonably to determine that the opportunity is being made available for reasons other than the ACCESS PERSON's relationship with CWAM or its CLIENTS (for example, because of the spouse's employment). 5. SHORT-TERM TRADING (60 CALENDAR-DAYS) Any profit realized by an ACCESS PERSON from any purchase and sale, or any sale and purchase, of the SAME CLASS OF COVERED SECURITY (or its equivalent) within any period of 60 CALENDAR-DAYS or less is prohibited. NOTE: Regarding this restriction: a. The 60 calendar-day restriction period commences the day after the purchase or sale of any COVERED SECURITY (or its equivalent). b. The 60-day restriction applies on a "last in, first out basis." That's why the restriction refers to "the SAME CLASS OF COVERED SECURITY." In light of this feature, an ACCESS PERSON (or FAMILY/HOUSEHOLD MEMBER) may not buy and sell, or sell and buy, the same class of COVERED SECURITY within 60 days even though the specific shares or other securities involved may have been held longer than 60 days. c. Purchase and sale transactions in the same security within 60 days that result in a loss to the ACCESS PERSON (or FAMILY/HOUSEHOLD MEMBER) are not restricted. d. The 60-day restriction does not apply to the exercise of options to purchase shares of Bank of America stock and the immediate sale of the same or identical shares, including so-called "cashless exercise" transactions. e. Strategies involving options with expirations of less than 60 days may result in violations of the short-term trading ban. f. Exceptions to the short-term trading ban may be requested in writing, addressed to the CCO, in advance of a trade and will generally be granted only in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. See examples of exceptions in Appendix D. 6. EXCESSIVE TRADING FOR PERSONAL ACCOUNTS IS STRONGLY DISCOURAGED ACCESS PERSONS are strongly discouraged from engaging in excessive trading for their personal accounts. Although this Code does not define excessive trading, trading volumes may be monitored by CWAM COMPLIANCE. 7. CLOSED-END FUNDS ADVISED BY BANK OF AMERICA No ACCESS PERSON shall acquire BENEFICIAL OWNERSHIP of securities of any CLOSED-END FUND advised by CMG or other Bank of America company except with the prior written approval of COMPLIANCE. E. ADDITIONAL TRADING RESTRICTIONS APPLICABLE TO INVESTMENT PERSONS 1. MANAGER PRE-APPROVAL REQUIRED FOR IPOS AND PRIVATE PLACEMENTS All Investment Persons are required to obtain written manager pre-approval for personal investments in INITIAL PUBLIC OFFERINGS (IPOS) AND PRIVATE PLACEMENTS. "Manager pre-approval" is an approval by an investment person's immediate manager or the designee. After obtaining manager pre-approval, INVESTMENT PERSONS must obtain pre-approval from the CCO. The reporting and approval of these transactions are done on Form D. 2. The Funds and CLIENT ACCOUNTS under management shall be given priority when investment opportunities arise. Portfolio Managers and Analysts may not execute transactions for their -------------------------------------------------------------------------------- 13 personal accounts without first determining whether the transaction is appropriate for a Fund or CLIENT ACCOUNT. Analysts at CWAM are assigned industry coverage areas. Portfolio Managers at CWAM are also assigned coverage areas, in addition to their overall responsibility for Funds and CLIENT Accounts. All Portfolio Managers and Analysts must comply with the pre-clearance and reporting provisions of this Code, and are, in addition, subject to the following restrictions. A security is "followed by CWAM" for purposes of this Section if it has been entered into CWAM's Equity Research Data Base. PORTFOLIO MANAGERS PURCHASES a. Portfolio Managers MAY NOT PURCHASE any security held by the Funds or CLIENT ACCOUNTS advised by the Portfolio Manager. b. Portfolio Managers MAY NOT PURCHASE securities followed by CWAM and within the coverage area of that Portfolio Manager. c. Portfolio Managers MAY NOT PURCHASE any security that is within the investment parameters established by the Funds or CLIENT ACCOUNTS advised by the Portfolio Manager UNLESS: o It is outside the Portfolio Manager's coverage area; o The Analyst responsible for that coverage area declines the investment opportunity on behalf of the Funds and CLIENT ACCOUNTS advised by the Portfolio Manager; and o The Analyst's conclusion is provided in writing to COMPLIANCE in advance of the transaction. d. Because the Funds and CLIENT ACCOUNTS managed by CWAM invest in small and mid-cap securities, Portfolio Managers MAY PURCHASE any security of an issuer with a market capitalization of $25 billion or more at the time of the transaction. These transactions must still be pre-cleared as with any other personal trade. SALES AND OTHER DISPOSITIONS a. Absent a showing of hardship or other extraordinary circumstances, a Portfolio Manager MAY NOT SELL a security that he or she owns that is later purchased by the Fund or CLIENT Accounts advised by that Portfolio Manager, unless and until the Fund or CLIENT ACCOUNTS completely dispose of that security. b. Notwithstanding the restrictions of paragraph 2a above, a Portfolio Manager MAY MAKE AN IRREVOCABLE GIFT of securities to a charitable organization, provided any such gift is first approved by COMPLIANCE. ANALYSTS PURCHASES a. Analysts MAY NOT PURCHASE any security within their coverage areas that is owned by the Funds or CLIENT ACCOUNTS. b. Analysts MAY NOT PURCHASE any security within their coverage areas that is followed by CWAM. c. Analysts MAY NOT PURCHASE any security within their coverage areas UNLESS: o The investment is inappropriate for Funds or CLIENT ACCOUNTS because it is not within their investment parameters or is otherwise unsuitable; -------------------------------------------------------------------------------- 14 o The purchase is approved in advance and in writing by the CIO based on that person's independent decision to decline the investment opportunity on the basis that the security is inappropriate for Funds or CLIENT ACCOUNTS, or is otherwise unsuitable; and o The Chief Investment Officer's conclusion is provided in writing to COMPLIANCE in advance of the transaction. d. Because the Funds and CLIENT ACCOUNTS managed by CWAM invest in small and mid-cap securities, Analysts MAY PURCHASE any security of an issuer with a market capitalization of $25 billion or more at the time of the transaction. These transactions must still be pre-cleared as with any other personal trade. SALES AND OTHER DISPOSITIONS a. Absent a showing of hardship or other extraordinary circumstances, an Analyst MAY NOT SELL a security that he or she owns within their coverage area that is later purchased by the Fund or CLIENT ACCOUNTS unless and until the Fund or CLIENT ACCOUNTS completely dispose of that security. b. Notwithstanding the restrictions of paragraph 2a above, an Analyst MAY MAKE AN IRREVOCABLE GIFT of securities to a charitable organization, provided any such gift is first approved by COMPLIANCE. F. EXEMPT TRANSACTIONS The following types of transactions are not subject to the trading restrictions of SECTIONS B, D AND E of Part II of this Code of Ethics. However, except as noted below, all such transactions must be reported pursuant to the Reporting provisions of Part III of this Code. 1. Transactions in securities issued or guaranteed by the US Government or its agencies or instrumentalities; securities issued by other sovereign governments; bankers' acceptances; US bank certificates of deposit; commercial paper; and purchases, redemptions and/or exchanges of EXCLUDED FUND shares. (Transactions in all such securities are also exempt from the reporting requirements of Part III of the Code). 2. Transactions effected pursuant to an Automated Investment Plan not involving a BAC Retirement Plan. Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan. 3. Purchases 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 such issuer, and sales of such rights so acquired. 4. Transactions which are non-volitional on the part of either the ACCESS PERSON or CWAM (e.g., stock splits, automatic conversions, mergers, dividend reinvestments). 5. Transactions effected in any account in which the ACCESS PERSON may have a beneficial interest, but no direct or indirect influence or CONTROL of investment or trading activity (such as a blind trust or third-party advised discretionary account). (Accounts managed by another ACCESS PERSON would not meet this test.) Such accounts are also exempt from reporting requirements in Part III of this Code.) Transactions in COVERED SECURITIES in any such account are also exempt from the reporting requirements of Part III of the Code. 6. Securities issued by Bank of America and affiliates (Please note that these securities are subject to the requirements of Part II D. 5 (short-term trading) of this Code, and the standards of conduct and liability discussed in the Bank of America Corporation `s General Policy on Insider Trading). -------------------------------------------------------------------------------- 15 7. Such other transactions as the CWAM CODE OF ETHICS COMMITTEE shall approve in their sole discretion, provided that COMPLIANCE shall find that such transactions are consistent with the Statement of General Principles and applicable laws. The CODE OF ETHICS COMMITTEE shall maintain a record of the approval and will communicate to the ACCESS PERSON'S manager(s). 8. Transactions in debt obligations of a state or local government entity (e.g. municipal bonds). 9. Transactions in Index Options. G. RESTRICTION ON SERVICE AS OFFICER OR DIRECTOR BY ACCESS PERSONS ACCESS PERSONS are prohibited from serving as an officer or director of any publicly traded company, other than Bank of America Corporation, absent prior authorization from CWAM COMPLIANCE based on a determination that the board service would not be inconsistent with the interests of any CLIENT Account. H. PARTICIPATION IN INVESTMENT CLUBS ACCESS PERSONS (including with respect to assets that are beneficially owned by the ACCESS PERSON) may participate in private investment clubs or other similar groups only upon advance written approval from CWAM COMPLIANCE, subject to such terms and conditions as CWAM COMPLIANCE may determine to impose. I. ADDITIONAL RESTRICTIONS FOR SPECIFIC SUB-GROUPS Specific sub-groups in the organization may be subject to additional restrictions, as determined by COMPLIANCE, because of their specific investment activities or their structure in the company. COMPLIANCE shall keep separate applicable procedures and communicate accordingly to these groups. J. GIFTS No ACCESS PERSON may accept any gift or other thing of more than a $100 value from any person or entity that does business with or on behalf of CWAM, or seeks to do business with or on behalf of CWAM. Gifts in excess of this value must either be returned to the donor or paid for by the recipient. The Code does not prohibit the everyday courtesies of business life. Therefore, exempted from this prohibition against accepting gifts are an occasional meal, ticket to a theater, entertainment, or sporting event that is an incidental part of a meeting that has a clear business purpose and provided that they are not extravagant or excessive. Travel and lodging expenses should not be paid for by third parties. In addition, products given to CWAM analysts by a company for research purposes are also exempted from this prohibition as long as they are given for a legitimate business purpose. ACCESS PERSONS are also prohibited from giving, offering or promising anything of value to an EMPLOYEE of another financial institution in connection with any business of that financial institution if there is a corrupt intent. The same careful consideration and thought should be given for the appropriateness of gifts to customers and suppliers of CWAM as would apply to any gifts received by the ACCESS PERSON. K. PENALTIES FOR NON-COMPLIANCE Upon discovering a violation of this Code, the CWAM CODE OF ETHICS COMMITTEE, after consultation with the members of the Committee and Compliance Risk Management, may take any disciplinary action, as it deems appropriate, including, but not limited to, any or all of the following: o Formal written warning (with copies to supervisor and personnel file); o Cash fines; o Disgorgement of trading profits; o Ban on personal trading; -------------------------------------------------------------------------------- 16 o Suspension of employment; o Termination of employment See the Sanctions Schedule in Appendix E for details. -------------------------------------------------------------------------------- 17 Part III ADMINISTRATION AND REPORTING REQUIREMENTS This Section Applies to All Employees A. NEW EMPLOYEES All new EMPLOYEES will receive a copy of the CWAM CODE OF ETHICS as well as an Initial Certification Form. By completion of this Form, new EMPLOYEES MUST certify to COMPLIANCE that they have read and understand the Code and disclose their personal (and FAMILY/HOUSEHOLD MEMBER) securities holdings (Form A). B. ANNUAL CODE COVERAGE ACKNOWLEDGEMENT AND COMPLIANCE CERTIFICATION All EMPLOYEES will annually furnish acknowledgement of coverage (including FAMILY/HOUSEHOLD MEMBERS) under, and certification of compliance with, the CWAM CODE OF ETHICS (Form C). C. REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS (INCLUDING ALL INVESTMENT PERSONS) 1. INITIAL CERTIFICATION TO THE CODE AND DISCLOSURE OF ALL INVESTMENT ACCOUNTS AND PERSONAL HOLDINGS OF COVERED SECURITIES AND OPEN-END MUTUAL FUND SHARES By no later than 10 calendar-days after you are notified that you are an ACCESS PERSON, you must acknowledge that you have read and understand this Code, that you understand that it applies to you and to your FAMILY/HOUSEHOLD MEMBERS and that you understand that you are an ACCESS PERSON (and, if applicable, an INVESTMENT PERSON) under the Code. You must also report to COMPLIANCE the following: o INVESTMENT ACCOUNTS in which you or any FAMILY/HOUSEHOLD MEMBER have direct or indirect ownership interest (including those of your family members or your household) which may hold either COVERED SECURITIES or shares of any OPEN-END MUTUAL FUNDS, including accounts with broker-dealers, banks, direct holdings, accounts held directly with the fund, variable annuities/life, etc. o HOLDINGS of any COVERED SECURITIES or OPEN-END MUTUAL FUND shares in any of the above mentioned accounts, including funds that are not in the Columbia Acorn, Wanger Advisors Trust and Columbia Funds Families o INVESTMENT ACCOUNT INFORMATION AND HOLDINGS OF COVERED SECURITIES INFORMATION THAT IS SUPPLIED TO COMPLIANCE SHALL NOT BE MORE THAN 45 DAYS OLD. o The reporting of this information is done on Form A. 2. QUARTERLY INVESTMENT ACCOUNT AND TRANSACTION REPORT By the 30th day following the end of the calendar quarter, ALL ACCESS PERSONS are required to provide COMPLIANCE with a report of their new investment accounts (including any investment accounts opened during the quarter) and transactions in COVERED SECURITIES and OPEN-END MUTUAL FUNDS that are not reported via duplicate account statements that were sent to CWAM COMPLIANCE during the quarter, including OPEN-END MUTUAL FUNDS that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds Families. These requirements include all investment accounts and COVERED SECURITIES and OPEN-END MUTUAL FUND shares of which you (or a FAMILY/HOUSEHOLD MEMBER) are a BENEFICIAL OWNER, held either directly or through another investment vehicle or account, including accounts with broker-dealers, banks, direct holdings, accounts held directly with the fund, variable annuities/life, etc. o For holdings in a mutual fund which issues statements on a less frequent basis, the most recent statement shall be supplied to COMPLIANCE o The reporting of this information is done on Form B. -------------------------------------------------------------------------------- 18 3. ANNUAL HOLDINGS REPORT By the 30th day after the end of the calendar year, ALL ACCESS PERSONS are required to provide COMPLIANCE with a detailed annual report of ALL of their holdings of any COVERED SECURITIES and OPEN-END MUTUAL FUNDS, including OPEN-END MUTUAL FUNDS that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds Families. These requirements include all investment accounts and COVERED SECURITIES and OPEN-END MUTUAL FUND shares of which you (or a FAMILY/HOUSEHOLD MEMBER) are a BENEFICIAL OWNER, held either directly or through another investment vehicle or account, including accounts with broker-dealers, banks, direct holdings, accounts held directly with the fund, variable annuities, etc. For holdings in a mutual fund that issues statements on a less frequent basis, the most recent statement shall be supplied to COMPLIANCE. 4. DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS Each ACCESS PERSON shall cause every broker-dealer or investment services provider with whom he or she (or a FAMILY/HOUSEHOLD MEMBER) maintains an account to provide duplicate periodic statements and trade confirmations to COMPLIANCE for all accounts holding or transacting trades in COVERED SECURITIES or OPEN-END MUTUAL FUNDS. An ACCESS PERSON will be deemed to have satisfied this requirement for the ACCESS PERSON's transactions executed through CWAM's trading desk, for which the trading department provides to the CCO information about such ACCESS PERSON'S transactions. All duplicate statements and confirmations should be sent to the following address: COLUMBIA WANGER ASSET MANAGEMENT, L.P. ATTENTION: COMPLIANCE 227 WEST MONROE SUITE 3000 CHICAGO, IL 60606 D. EXCEPTIONS FROM THE ABOVE REPORTING REQUIREMENTS SECTION C of the above reporting requirements does not apply to transactions in: o BAC Retirement Plans as defined at Section II.C of this Code (See also the related Note at Section II.C.) o Any non-proprietary 401(k) plan in which you have a beneficial interest (such as that with a previous employer or of a family member) UNLESS the holdings are investments in a fund from the Columbia Acorn Funds, Wanger Advisors Trust, or Columbia Funds Families of Funds. If the non-proprietary 401(k) plan holdings are in a fund from the Columbia Acorn Funds, Wanger Advisors Trust, or Columbia Funds Families, the EMPLOYEE must provide a periodic statement of all holdings and trading activity in the account. The existence of this exception must be certified by each ACCESS PERSON annually on Form C. o Investment accounts in which you have a beneficial interest, but no investment discretion, influence or CONTROL. (See Appendix A.) The existence of this exception must be certified by each ACCESS PERSON annually on Form C. o 529 Plans. The existence of this exception must be certified by each ACCESS PERSON annually on Form C. o ACCESS PERSONS on leave who do not have home access will be exempt from the above reporting requirements while on leave. ACCESS PERSONS on leave with home access will be responsible for the above reporting. -------------------------------------------------------------------------------- NOTE: The exception of any non-proprietary 401(k) plan applies to company-directed 401(k) plans, but does not apply to self-directed 401(k) plans. If you have investments in plans that are self-directed, you are subject to the pre-clearing and reporting requirements of the Code of Ethics. Self-directed 401(k) plans offers the ability to direct stock investments, while company-directed 401(k) plans usually offer a limited number of investment options consisting of mutual funds in which one directs their investments. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 19 E. CODE ADMINISTRATION CWAM has charged COMPLIANCE with the responsibility of attending to the day-to-day administration of this Code. COMPLIANCE will provide CWAM Management and the FUND CCO with quarterly reports that will include all violations noted during the quarterly review process. The quarterly report will include EMPLOYEE name, job title, manager name, description of the violation, and a record of any sanction to be imposed. Material violations will be communicated to the board of directors or trustees of any investment company managed by CWAM at least annually as required by Rule 17j-1 under the Investment Company Act of 1940 and more frequently as requested by the board or the FUND CCO. F. MONITORING OF TRANSACTIONS CWAM's CCO, Compliance Officer and Assistant Compliance Officer shall monitor the trading patterns of ACCESS PERSONS. The COO shall monitor the CCO'S trading. All CWAM EMPLOYEES or affiliated persons also are subject to CWAM's Policies and Procedures Concerning INFORMATION WALL, contained in CWAM's Supervisory Procedures Manual. G. CERTIFICATION OF COMPLIANCE AND RECEIPT OF CODE o PROVISION OF CODE COPY. CWAM shall provide each ACCESS PERSON with a copy of the Code and any amendments. o ACKNOWLEDGEMENT OF RECEIPT. Each ACCESS PERSON shall provide CWAM with a written acknowledgement of such ACCESS PERSON's receipt of the Code and any amendments. (See Form C). o ANNUAL AFFIRMATION BY ACCESS PERSONS. CWAM shall annually distribute a copy of the Code and request certification of receipt by all ACCESS PERSONS. (See Form C) o ANNUAL CERTIFICATION BY ACCESS PERSONS. Each ACCESS PERSON also shall certify annually that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. (See Form C) o Each ACCESS PERSON who has not engaged in any personal securities transaction during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification. (See Form C) H. NON-PUBLIC INFORMATION COMPLIANCE The acknowledgments and certifications described above include relevant provisions with respect to CWAM EMPLOYEES' compliance with CWAM's Compliance Program Concerning Non-Public Information. I. RESPONSIBILITY The CCO, or such personnel as designated by the CCO, shall be responsible for implementing the provisions of Section G above. J. QUESTIONS Any questions about the Code or about the applicability of the Code to a personal securities transaction should be directed to the CCO. If the CCO is not available, questions should be directed to the COO. The CMG Legal Department, or counsel for CWAM may be consulted by the CCO or COO. -------------------------------------------------------------------------------- 20 K. COMPLIANCE WITH THE CODE Compliance with this Code is a condition of employment by CWAM. Taking into consideration all relevant circumstances, the Code of Ethics Committee (see Appendix E), and CWAM's President will determine what action is appropriate for any breach of the provisions of the Code. Possible actions include warnings, reprimands, fines, letters of sanction, suspension, termination of employment, or removal from office. See the Sanctions Schedule of Appendix E. L. RETENTION OF RECORDS The CCO or his designee shall maintain the records listed below for a period of not less than 5 years from the end of the fiscal year during which the last entry was made on such record at an easily accessible place the first two years in CWAM's office: o A copy of the Code adopted and implemented pursuant to the Rule as in effect, or at any time within the past five years was in effect. o A record of any violation of the Code and of any action taken as a result of the violation. o A record of all written acknowledgments as required by the Rule for each person who is currently or within the past five years was an ACCESS PERSON. o A record of the names of the persons who are currently, or within the past five years were, ACCESS PERSONS. o A record of any decisions, and the reasons supporting the decision, to approve the acquisition of securities by ACCESS PERSONS for the pre-approval of IPO's and Limited Offerings, for at least five years after the end of the fiscal year in which the approval is granted. M. FURNISHING OF THE CODE UPON REQUEST CWAM shall furnish a copy of the Code to any CLIENT or potential CLIENT upon request. -------------------------------------------------------------------------------- 21 Appendix A Beneficial Ownership For purposes of the CWAM Code of Ethics, the term "BENEFICIAL OWNERSHIP" shall be interpreted in accordance with the definition of "beneficial owner" set forth in Rule 16a-l(a)(2) under the Securities Exchange Act of 1934, as amended, which states that the term "BENEFICIAL OWNER" means "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in "a security." The term "pecuniary interest" is further defined to mean "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." The pecuniary interest standard looks beyond the record owner of securities. As a result, the definition of BENEFICIAL OWNERSHIP is very broad and encompasses many situations that might not ordinarily be thought to confer a "pecuniary interest" in or "BENEFICIAL OWNERSHIP" of securities. SECURITIES DEEMED TO BE "BENEFICIALLY OWNED" Securities owned "beneficially" would include not only securities held by you for your own benefit, but also securities held (regardless of whether or how they are registered) by others for your benefit in an account over which you have influence or CONTROL, such as securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes securities held for your account by pledgees, securities owned by a partnership in which you are a general partner, and securities owned by any corporation that you CONTROL. Set forth below are some examples of how BENEFICIAL OWNERSHIP may arise in different contexts. o FAMILY HOLDINGS. Securities held by members of your immediate family sharing the same household with you ("FAMILY/HOUSEHOLD MEMBER") are presumed to be beneficially owned by you. Your "immediate family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). The definition also includes adoptive relationships. You may also be deemed to be the beneficial owner of securities held by an immediate family member not living in your household if the family member is economically dependent upon you. o PARTNERSHIP AND CORPORATE HOLDINGS. A general partner of a general or limited partnership will generally be deemed to beneficially own securities held by the partnership, as long as the partner has direct or indirect influence or CONTROL over the management and affairs of the partnership. A limited partner will generally not be deemed to beneficially own securities held by a limited partnership, provided he or she does not own a controlling voting interest in the partnership. If a corporation is your "alter ego" or "personal holding company", the corporation's holdings of securities are attributable to you. o TRUSTS. Securities held by a trust of which you are a beneficiary and over which you have any direct or indirect influence or CONTROL would be deemed to be beneficially owned by you. An example would be where you as settlor have the power to revoke the trust without the consent of another person, or have or share investment CONTROL over the trust. o ESTATES. Ordinarily, the term "BENEFICIAL OWNERSHIP" would not include securities held by executors or administrators in estates in which you are a legatee or beneficiary unless there is a specific bequest to you of such securities, or you are the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such bequest. -------------------------------------------------------------------------------- 22 SECURITIES DEEMED NOT TO BE "BENEFICIALLY OWNED" For purposes of the CWAM Code of Ethics, the term "BENEFICIAL OWNERSHIP" excludes securities or securities accounts held by you for the benefit of someone else if you do not have a pecuniary interest in such securities or accounts. For example, securities held by a trust would not be considered beneficially owned by you if neither you nor an immediate family member is a beneficiary of the trust. This also includes charitable trusts, foundations and charitable endowment programs established by you or an immediate family member where the beneficiaries are exclusively charitable and the ACCESS PERSON has no right to revoke the gift. Another example illustrating the absence of pecuniary interest, and therefore also of BENEFICIAL OWNERSHIP, would be securities held by an immediate family member not living in the same household with you, and who is not economically dependent upon you. "INFLUENCE OR CONTROL" Transactions/Accounts over which neither you nor any other ACCESS PERSON have "ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL" are not subject to the trading restrictions in Part II or reporting requirements in Part III of the Code. To have "influence or CONTROL", you must have an ability to prompt, induce or otherwise effect transactions in the account. Like BENEFICIAL OWNERSHIP, the concept of influence or CONTROL encompasses a wide variety of factual situations. An example of where influence or CONTROL exists would be where you, as a beneficiary of a revocable trust, have significant ongoing business and social relationships with the trustee of the trust. Examples of where influence or CONTROL does not exist would be a true blind trust, or securities held by a limited partnership in which your only participation is as a non-controlling limited partner or a third party discretionary account. The determining factor in each case will be whether you (or any other ACCESS PERSON) have any direct or indirect influence or CONTROL over the securities account. -------------------------------------------------------------------------------- 23 Appendix B CWAM Pre-Clearance Procedures for Personal Transactions in Covered Securities and Open-end Mutual Funds The following procedure should be used by CWAM EMPLOYEES to pre-clear all personal transactions in COVERED SECURITIES (except exempt transactions covered in Part II F of this Code) and redemption or exchange transactions in OPEN-END MUTUAL FUNDS. Please refer to the CWAM Code of Ethics, effective January 1, 2005 for complete definitions of a COVERED SECURITY and an OPEN-END MUTUAL FUND AND ANY EXEMPT SECURITIES. COVERED SECURITIES (OTHER THAN OPEN-END MUTUAL FUNDS) STEP 1: Request authorization from CWAM COMPLIANCE to purchase or sell a COVERED SECURITY by sending an email to Joe LaPalm, Linda Roth or Bruce Lauer (in that order). STEP 2: In the email request, indicate what security you are intending to purchase or sell, the ticker symbol of the security, the number of shares you are intending to trade, and for sales, confirmation that you have held the security for at least 60 days or if not are selling the security at a loss. As indicated in the CWAM Code of Ethics, any gain or loss is based upon a "Last-in" method, which means that the last shares you purchased are the shares considered to be sold for these purposes. STEP 3: Await confirmation for pre-clearance from CWAM COMPLIANCE to place your personal trade order. Once pre-clearance is received from CWAM COMPLIANCE, your preclearance is good until 4 p.m. EST the next business day. STEP 4: Please retain a copy of the pre-clearance confirmation from CWAM COMPLIANCE for your records. OPEN-END MUTUAL FUNDS STEP 1 If you wish to redeem or exchange out of an OPEN-END MUTUAL FUND that you own, you must receive authorization from CWAM COMPLIANCE. To do this, email your request to CWAM COMPLIANCE and have one of the following authorize the transaction: Joe LaPalm, Linda Roth or Bruce Lauer, in that order. One of these individuals will approve or deny your request via email. Include in your request the name of the fund you are redeeming or exchanging out of, the approximate dollar amount or share amount of the transaction, and certification that you have held the fund for at least 60 days - See Step 2 below for more information. STEP 2: Please note that the CWAM Code of Ethics requires that you cannot sell a fund within a 60 day period of purchasing it based on the "Last-in" method, which means that the last shares your purchased are the shares considered to be sold for these purposes. You will need to affirm this each time you request authorization from CWAM COMPLIANCE. STEP 3: After receiving authorization from CWAM COMPLIANCE, you can complete the trade. ACCESS PERSONS on leave who do not have home access will be exempt from the above pre-clearance requirements while on leave. ACCESS PERSONS on leave with home access will be responsible for the above pre-clearance requirements. If you have any questions regarding pre-clearance procedures for personal transactions, please contact either Joe LaPalm at (312) 634-9829. -------------------------------------------------------------------------------- 24 Appendix C CWAM Pre-Clearance Process PROCEDURES In determining whether to approve a personal securities transaction ("proposed trade") for an Access or INVESTMENT PERSON, the CCO or his designee shall undertake the following procedures. ACCESS PERSONS EQUITY RESEARCH DATA BASE The proposed trade shall first be compared to the securities listed in the Equity Research Data Base ("ERDB"). The ERDB should show whether a security is currently held by a CWAM CLIENT or is being followed by an ACCESS PERSON. The ACCESS PERSON should cause the ERDB to list a security: (a) when a recommendation to buy or sell such security has been made for any CLIENT or is pending or (b) when the ACCESS PERSON is monitoring such security. o If the proposed trade involves a security not listed on the ERDB, the proposed trade generally shall be approved. o If the proposed trade involves a security which is listed on the ERDB, the CCO or his designee shall proceed to the Trading System Open Order process. TRADING SYSTEM OPEN ORDERS The proposed trade shall next be checked against the open orders maintained by the McGregor Trading System. No proposed trade may be approved for execution on a day during which any CLIENT has a pending order in the same security until that order is fully executed or withdrawn. o If the proposed trade involves a security which is the subject of an open order as reflected in the Trading System, the proposed trade may not be approved until seven calendar days after completion of the order, provided that the CCO or his designee has a reasonable basis for concluding that the trade is consistent with the Code, including those procedures mentioned in the Trading System History Records Section following. o If the proposed trade does not involve a security which is the subject of an open order, the CCO or his designee shall proceed to the Trading System History Records Section following. TRADING SYSTEM HISTORY RECORDS The proposed trade shall next be compared to recent trades displayed by the McGregor Pre-Trade Clearance System. o If the proposed trade involves a security that has been purchased or sold for a CLIENT within the previous seven calendar days, the proposed trade generally shall not be approved. The CCO or his designee only may approve such proposed trade if he has a reasonable basis to conclude that the trade nevertheless would be consistent with the Code. The CCO or his designee shall, as necessary, consult with portfolio managers or the appropriate analysts to -------------------------------------------------------------------------------- 25 obtain information such as whether the security is under active consideration for purchase or sale in CLIENT ACCOUNTS, in determining whether a proposed trade shall be approved, consistent with this Appendix C. PRE-CLEARANCE PERIOD If the proposed trade is not entered by 4 p.m. EST on the next day after 1" the approval was given, the pre-clearance will expire and the request must be made again. o Monitoring The CCO or his designee shall periodically compare, not less than quarterly, personal securities transactions against recent trades as displayed on the McGregor Pre-Trade Clearance System. Such comparison shall include consideration of the requirements and prohibitions of this Code, including front-running and conflicts of interest. MARKET CAPITALIZATION EXEMPTION If an ACCESS PERSON requests to purchase or sell any COVERED SECURITY of an issuer that has a market capitalization of $25 billion or more at the time of the transaction, the ACCESS Person must still pre-clear the trade; however the above pre-clearance procedures regarding Equity Research Data Base, Trading System Open Orders and Trading System History records are not necessary. INVESTMENT PERSONS o The above procedures relating to Equity Research Data Base, Trading System Open Orders, Trading System History Records and Pre-clearance Period also apply to INVESTMENT PERSONS. o See Additional Trading Restrictions Applicable to Investment Persons, Part II E of this Code. -------------------------------------------------------------------------------- 26 Appendix D Exceptions to the Short-Term Profit Trading Ban Exceptions to the short-term trading ban on COVERED SECURITIES may be requested in advance to CCO, and will generally only be granted in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. Circumstances that could provide the basis for an exception from short-term trading restriction might include, for example, among others: o An involuntary transaction that is the result of unforeseen corporate activity; o The disclosure of a previously nonpublic, material corporate, economic or political event or activity that could cause a reasonable person in like circumstances to sell a security even if originally purchased as a long-term investment; or o The ACCESS PERSON's economic circumstances materially change in such a manner that enforcement of the short-term trading ban would result in the ACCESS PERSON being subjected to an avoidable, inequitable economic hardship. o An irrevocable charitable gift of securities provided no abuse is intended. -------------------------------------------------------------------------------- 27 Appendix E Code of Ethics Committee Sanctions Schedule for Failure to Comply with the Code The Code of Ethics Committee will meet quarterly or as needed to review employee Code of Ethics violations identified by COMPLIANCE. The Committee shall in its sole discretion, conduct informational hearings, assess mitigating factors, and impose appropriate sanctions guided by those factors set forth in the schedule below. The Committee consists of the CCO, the COO and the CIO of CWAM. The Fund's CCO may also participate as a non-voting member. While the Committee will be the final arbiter as to appropriate sanctions, CWAM's President may determine what actions are appropriate with respect to an ACCESS PERSON's employment, including termination of employment. The sanctions as specified in the schedule do not preclude the imposition of more severe penalties depending on the circumstances surrounding the offense.
---------------------------------------- -------------------------------------------------------------------- Personal Trading Violation Sanctions Guidelines ---------------------------------------- -------------------------------------------------------------------- No Broker/Mutual Fund statements or 1ST OFFENSE: Written Warning confirms on file or evidence that 2ND OFFENSE**: Written Reprimand and/or Monetary Penalty duplicate statements have been 3RD OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts requested. for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Trading without receiving 1ST OFFENSE**: Written Warning pre-clearance(Covered Securities and 2ND OFFENSE: Written Reprimand and/or Monetary Penalty Mutual Funds)* 3RD OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Trading after being denied approval* 1ST OFFENSE**: Written Reprimand and/or Monetary Penalty 2ND OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Failure to file a required report 1ST OFFENSE: Written Warning (Initial, Quarterly and Annual 2ND OFFENSE**: Written Reprimand and/or Monetary Penalty Reports) within the required time 3RD OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts period for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Purchasing an Initial Public Offering 1ST OR MORE OFFENSES**: Monetary Penalty, Freeze Trading accounts (IPO), Hedge Fund or Private Placement for 30-90 days and/or Suspension / Termination without receiving pre-clearance* ---------------------------------------- -------------------------------------------------------------------- Trading which violates the 1ST OFFENSE**: Written Reprimand and/or Monetary Penalty same-day/open order or recommendation 2ND OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts restriction* for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Trading within the 14 calendar day 1ST OFFENSE**: Written Reprimand and/or Monetary Penalty blackout period* 2ND OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Profiting from short-term trading* 1ST OFFENSE**: Written Reprimand and/or Monetary Penalty 2ND OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- Trading Mutual Funds in violation of 1ST OFFENSE**: Written Reprimand and/or Monetary Penalty the 60 day restriction* 2ND OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination ---------------------------------------- -------------------------------------------------------------------- * Includes disgorgement of profit as applicable ** Requires review by the Ethics Committee
The following schedule details the monetary penalties that may be applied for each offense. o Access Persons $100-$500 o Investment Persons $500-$1,000 -------------------------------------------------------------------------------- 28 Appendix F Columbia Management Group Portfolio Holdings Disclosure Policy Columbia Management Group (CMG) considers information regarding portfolio holdings of the open-end mutual funds it advises to be confidential and proprietary. Selective disclosure of such information can have severe, adverse ramifications for a fund's investors if the information is used to make investment decisions regarding the funds' shares, or is otherwise used in a way that would harm the fund. In order to prevent the inappropriate selective disclosure of portfolio information, CMG has adopted and implemented this portfolio holdings disclosure policy (the "Policy"). The Policy is also intended to be described by the Funds in response to Item 11(f) of Form N-1A. Each CMG associate is required to familiarize him or herself with the Policy. A. POLICY APPLICATION The Policy applies to all Funds and CMG operating entities relating to: 1. The disclosure of portfolio holdings for the Columbia, Columbia Acorn, Wanger, Nations Funds and the CMG institutional funds (collectively, the Funds); and 2. The disclosure of the holdings of any advisory product that is substantially similar to / highly correlated with a Fund (e.g., an advisory strategy for a private fund or separately managed account with a portfolio of securities that substantially tracks a Fund) (each, a "Mirror Strategy"). B. PUBLIC DISCLOSURE POLICY 1. No disclosure of portfolio holdings information of a Fund or Mirror Strategy shall be made until the day next following the day on which holdings of the relevant Fund are disclosed publicly, except as expressly provided below. 2. No Fund service provider shall enter into any agreement to disclose Fund portfolio holdings information in exchange for compensation or any other form of consideration. 3. CMG shall publicly disclose Fund holdings in the following manner. A. Equity/Fixed Income Funds o For equity Funds, a complete list of Fund portfolio holdings shall be posted on the Fund's website on a monthly basis, 30 days after month-end. Three consecutive monthly disclosures shall remain posted for each Fund. o For fixed income Funds, a complete list of Fund portfolio holdings shall be posted on the Fund's website on a quarterly basis, 30 days after quarter-end, and shall remain posted until the date on which the Fund files its Form N-CSR or Form N-Q with the Commission for the period that includes the date as of which the website information is current. o Equity Fund portfolio holdings information posted on the website shall include the name of each portfolio security, number of shares held by Fund, value of the security and the security's percentage of the Fund's net asset value. o Fixed-income Fund portfolio holdings information posted on the website shall include the name of each portfolio security, maturity/rate, par, value and the security's percentage of the Fund's net asset value. B. Money Market Funds -------------------------------------------------------------------------------- 29 o Complete list of Fund portfolio holdings shall be publicly available on the fifth day after month-end. o Holdings shall not be posted to the web sites. Holdings shall be made available upon a request to the Funds' designated service provider. o Notice of the availability of holdings shall be made in the applicable Funds' statement of additional information and on the CMG web sites. o In order to receive the holdings, any requesting party shall be required to make such request each time that the requester would like to receive the holdings (i.e., there can be no standing arrangement under which a recipient receives holdings whether or not a formal request was made). C. CRITERIA FOR PRIOR DISCLOSURE 1. No disclosure of Fund portfolio holdings information prior to its public disclosure may be made unless: (i) the Fund has legitimate business purposes for doing so and (ii) the recipient has entered into a confidentiality agreement, which includes a duty not to trade on the nonpublic information. 2. In determining the existence of a legitimate business purpose, the following factors, and any additional relevant factors, shall be considered: a. that any prior disclosure must be consistent with the antifraud provisions of the federal securities laws and CMG's fiduciary duties; b. any conflicts of interest between the interests of Fund shareholders, on the one hand, and those of the Fund's investment adviser, principal underwriter; or any affiliated person of the Fund, its investment adviser, or its principal underwriter, on the other; and c. that prior disclosure to a third party, although subject to a confidentiality agreement, would not make lawful conduct that is otherwise unlawful. (The SEC has provided examples of instances in which selective disclosure of a fund's portfolio securities may be appropriate, subject to confidentiality agreements and trading restrictions, including disclosure for due diligence purposes to an investment adviser that is in merger or acquisition talks with the fund's current adviser, disclosure to a newly hired investment adviser or sub-adviser prior to commencing its duties, or disclosure to a rating agency for use in developing a rating.) 3. Any approved ongoing arrangement to make available information about a Fund's portfolio securities to any person prior to public disclosure must be disclosed in the applicable Fund's statement of additional information, including the identity of the persons who receive the information pursuant to such arrangement. D. APPROVED PRIOR DISCLOSURE 1. In order to facilitate Fund operations, current portfolio information may be provided to the Funds' principal service providers that have entered into appropriate confidentiality agreements. 2. The Funds' advisers may make limited disclosures to broker/dealers who may execute transactions on behalf of the Funds; provided that precautions are taken to avoid any potential misuse of the disclosed information. Adopted September 28, 2004 by Columbia Acorn Trust and September 29, 2004 by Wanger Advisors Trust -------------------------------------------------------------------------------- 30 Form A INITIAL HOLDINGS REPORT For New CWAM Access and Investment Persons PLEASE COMPLETE THIS FORM AND SUBMIT IT TO THE COMPLIANCE DEPARTMENT (37TH FLOOR) NO LATER THAN 10 DAYS AFTER YOU BECOME AN ACCESS PERSON OF COLUMBIA WANGER ASSET MANAGEMENT. YOU MUST REPORT: all accounts in which you have "Beneficial Ownership." "Beneficial Ownership" includes shares held in your name and/or the name of (1) your spouse, (2) your minor children, (3) your adult children and relatives who live in your home, (4) any nominee or other person if you can reacquire title now or in the future. Although transactions in the following accounts are not always reportable, you must report the existence of the following types of accounts: (1) 401k plans; (2) accounts in which you have beneficial interest but not trading discretion, influence, or control; and (3) 529 plans. YOU NEED NOT REPORT: US Government Securities, commercial paper, certificates of deposit, repurchase agreements, banker's acceptance, and any other money market instruments, municipal bonds, and index options. NAME: __________________________________________________________________ 1. CODE CLASSIFICATION (refer to pages 5-6 of the Code) I understand that for purposes of the Code I am classified as: [ ] An Access Person [ ] An Investment Person 2. PERSONAL HOLDINGS (refer to page 17 of the Code) [ ] Neither I, nor any member of my Family/Household, have Beneficial Ownership of Investment Accounts or Personal Holdings of any Covered Securities or Open-ended Mutual Funds. [ ] I and/or a member of my Family/Household have Beneficial Ownership of Investment Accounts or Personal Holdings of Covered Securities and/or Open-ended Mutual Funds* 3. INITIAL CERTIFICATION [ ] I have read the Code, and will keep a copy for future reference. I understand my responsibilities under the Code and agree to comply with all of its terms and conditions. In particular, I understand that the Code applies to me and to all investments in which I have Beneficial Ownership, as well as investments in which members of my Family/Household have Beneficial Ownership. All information provided in this Form A is true and complete to the best of my knowledge. Signature: _______________________________ Date: _____________________ * Please provide photocopies of the most recent statements from your reported accounts and holdings. -------------------------------------------------------------------------------- 31 Form B QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT For CWAM Access and Investment Persons PLEASE COMPLETE THIS FORM AND SUBMIT IT TO THE COMPLIANCE DEPARTMENT (37TH FLOOR) NO LATER THAN 30 DAYS AFTER THE EACH QUARTER-END (MARCH, JUNE, SEPTEMBER, DECEMBER). YOU MUST REPORT: all transactions in which you have "Beneficial Ownership." "Beneficial Ownership" includes shares held in the name of (1) your spouse, (2) your minor children, (3) your adult children and relatives who live in your home, (4) any nominee or other person if you can reacquire title now or in the future. YOU NEED NOT REPORT: Transactions in your or your spouse's company-directed 401k plans, 529 plans, or accounts in which you do not have trading discretion, so long as the accounts themselves have been identified to the Compliance Department on Form C under #5. Also excluded from this report are: US Government Securities, commercial paper, certificates of deposit, repurchase agreements, banker's acceptance, and any other money market instruments, municipal bonds, and index options. NAME: _________________________________________________________________________ STATUS:[ ] ACCESS [ ] INVESTMENT FOR QUARTER:[ ] 1 [ ] 2 [ ] 3 [ ] 4 1. TRANSACTIONS (Please check one.) [ ] I have made no reportable transactions during this quarter. [ ] I have made reportable transactions during this quarter.* 2. STATEMENTS (Please check all that apply.) [ ] I have no reportable accounts and, as such, no statements to submit. [ ] Duplicate statements are sent directly to Compliance from the broker or dealer. [ ] I have provided photocopies of account statements. 3. NEW ACCOUNTS (Please check one.) [ ] I have not opened a new account during the quarter. [ ] I have opened a new account(s) during the quarter.** SIGNATURE: ______________________________________ DATE:________________________ * Such transactions should appear in statements submitted to Compliance. Please use the reverse side of this form to describe any transactions that do not appear on submitted statements ** Please submit the following information to Compliance: Name on Account, Institution Name, Account Number, and Date Account was Opened. -------------------------------------------------------------------------------- 32 Form C ANNUAL RECERTIFICATION Code of Ethics, Policy Concerning Material Non-Public Information, & Personal Holdings PLEASE COMPLETE SECTIONS 1-3 OF THIS FORM AND SUBMIT IT TO THE COMPLIANCE DEPARTMENT (37TH FLOOR) NO LATER THAN 30 DAYS AFTER THE YEAR-END. NAME: _________________________________________________________________________ STATUS: [ ] ACCESS [ ] INVESTMENT 1. CODE OF ETHICS (Please initial both affirmations.) A. I have read the Code, and will keep a copy for future reference. I understand my responsibilities under the Code and agree to comply with all of its terms and conditions. In particular, I understand that the Code applies to me and to all investments in which I have Beneficial Ownership, as well as investments in which members of my Family/Household have Beneficial Ownership. INITIALS: ___________ B. I hereby certify that during the year covered by this report December 31, _______ , I complied with all applicable requirements of the Code and have reported to Compliance all transactions required to be reported under the Code. * INITIALS: ___________ * Please describe Code violations or instances of non-compliance on a separate attachment. 2. POLICY & PROCEDURES CONCERNING MATERIAL NON-PUBLIC INFORMATION (Please initial below.) I have read the CWAM Policy & Procedures Concerning Material Non-Public Information and will keep a copy for future reference. I understand my responsibilities under this policy and acknowledge compliance with the policy. INITIALS: ___________ -------------------------------------------------------------------------------- 33 3. PERSONAL HOLDINGS & EXEMPTIONS (Please check all that apply. Refer to pages 17-18 of the Code for additional clarification.) [ ] Neither I, nor any member of my Family/Household, have Beneficial Ownership of Investment Accounts or Personal Holdings of any Covered Securities or Open-ended Mutual Funds. [ ] I and/or a member of my Family/Household have Beneficial Ownership of Investment Accounts or Personal Holdings of Covered Securities and/or Open-ended Mutual Funds. (Please list all such accounts/holdings on a separate attachment.) [ ] I have indicated on my list of reported holdings any accounts in which transactions are exempt from the Code's Reporting Requirements. Transactions in the following types of accounts are exempt under Section D of Part III of the Code: 1) Company-directed, non-proprietary 401(k) plans in which you have a beneficial interest as long as the plans do not include the Columbia Acorn Funds, Wanger Advisors Trust Funds, Columbia Funds or Nation Funds 2) Investment accounts in which you have a beneficial interest but no investment discretion, influence or control 3) 529 Plans you participate in ALL INFORMATION PROVIDED IN THIS FORM C IS TRUE AND COMPLETE TO THE BEST OF MY KNOWLEDGE. SIGNATURE: _______________________________________ DATE: ___________________ -------------------------------------------------------------------------------- 34 Form D COLUMBIA WANGER ASSET MANAGEMENT MULTI-APPROVAL FORM ATTENTION: TO ENSURE EFFICIENT PROCESSING, SUBMIT THE COMPLETED FORM VIA EMAIL TO: JOE LAPALM OR BRUCE LAUER.
------------------------------------------------------------------------------------------------------------------------------------ SECTION I: REQUIRED - COMPLETE OR CHECK ALL OF THESE REQUIRED FIELDS. ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ DATE NAME ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SECTION II: IPO, Hedge Fund or Private Placement Transaction Request for Approval ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SECURITY NAME / DESCRIPTION: BROKER-DEALER HANDLING THE TRANSACTION: ------------------------------------------------------------------------------------------------------------------------------------ YOUR RELATIONSHIP TO THE OFFERING: IS THE SECURITY ELIGIBLE FOR ACCOUNTS IN WHICH YOU ARE ASSOCIATED? IF NOT, WHERE WILL THE SECURITY BE HELD? ------------------------------------------------------------------------------------------------------------------------------------ HOW DID YOU HEAR ABOUT IT? OTHER RELEVANT INFORMATION & ATTACH DOCUMENTATION: --------------------------------------------------------------------------- WHAT IS THE PRINCIPAL AMOUNT OF YOUR REQUESTED TRANSACTION? ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SECTION III: Bank of America Affiliate Advised Closed-end Fund Transaction Request for Approval ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SECURITY NAME / DESCRIPTION: BROKER-DEALER HANDLING THE TRANSACTION: ------------------------------------------------------------------------------------------------------------------------------------ WHAT IS YOUR RELATIONSHIP TO THE OFFERING? IS THE SECURITY ELIGIBLE FOR ACCOUNTS IN WHICH YOU ARE ASSOCIATED? IF NOT, WHERE WILL THE SECURITY BE HELD? ------------------------------------------------------------------------------------------------------------------------------------ WHAT IS THE PRINCIPAL AMOUNT OF YOUR REQUESTED TRANSACTION? OTHER RELEVANT INFORMATION & ATTACH DOCUMENTATION: ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SECTION IV: Investment Club Request for Approval ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ARE YOU AN INVESTMENT PERSON? YES OR NO WHAT IS THE STRUCTURE OF THE CLUB? LIST DEPARTMENT: ------------------------------------------------------------------------------------------------------------------------------------ EXPLAIN HOW RESEARCH IS PERFORMED & DECISIONS MADE: EXPLAIN HOW TRADES ARE MADE: ------------------------------------------------------------------------------------------------------------------------------------ WHAT IS YOUR ROLE IN THE CLUB? OTHER RELEVANT INFORMATION & ATTACH DOCUMENTATION: ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ Section V: Officer/Director of Public Company Request for Approval ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ARE YOU AN INVESTMENT PERSON? YES OR NO POSITION BEING REQUESTED: FIRM NAME: ------------------------------------------------------------------------------------------------------------------------------------ EXPECTED TIME PERIOD FOR POSITION BEING HELD: EXPLAIN HOW THE POSITION WOULD NOT BE A CONFLICT AND OTHER RELEVANT INFORMATION & ATTACH DOCUMENTATION: ------------------------------------------------------------------------------------------------------------------------------------ COMPLIANCE DECISION ------------------------------------------------------------------------------------------------------------------------------------ PERMISSION TO GRANT APPROVAL TO THE CODE REQUIREMENT: __________ YES __________ NO EFFECTIVE DATE: _____________________________ MANAGER APPROVAL _____________________ ------------------------------------------------------------------------------------------------------------------------------------ Compliance Approval: _______________________________________ ------------------------------------------------------------------------------------------------------------------------------------
================================================================================ FOR COMPLIANCE PURPOSES ONLY: Date Compliance Received: _______ Compliance Officer Handling: _______ Date Compliance Responded: _______ Date Associate Notified: _______ Method of Reporting to Associate: _______ ================================================================================ Multi-Approval Form 1.1.05 -------------------------------------------------------------------------------- 35