UNITED STATES OF AMERICA
Before theSECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8536 / February 9, 2005

ADMINISTRATIVE PROCEEDING
File No. 3-11814

Columbia Management Advisors, Inc. ("CMA") and Columbia Funds Distributor, Inc. ("CFD") (collectively, "Respondents") have submitted a letter, dated January 27, 2005, for a waiver of the disqualification from the exemption under Regulation E arising from its settlement of an administrative proceeding commenced by the Commission.

On February 9, 2005, pursuant to Respondents’ Offers of Settlement, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933, Sections 15(b)and Section 21C of the Securities Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940 ("Order") against Respondents. Under the Order, the Commission found that:

(1) CMA willfully violated Sections 204A, 206(1) and 206(2) of the Advisers Act, and Sections 17(d) and 34(b) of the Investment Company Act and Rule 17d-1 thereunder;

(2) CFD willfully violated Section 17(a) of the Securities Act, Sections 10(b) and 15(c) of the Exchange Act and Rule 10b-5 thereunder, and Section 17(d) of the Investment Company Act and Rule 17d-1 thereunder; and

(3) CFD willfully aided and abetted and caused CMA’s violations of Sections 206(1) and 206(2) of the Advisers Act and Section 34(b) of the Investment Company Act;

The Order censures Respondents and requires:

(1) CMA to cease and desist from committing or causing any violations and any future violations of Sections 204A, 206(1) and 206(2) of the Advisers Act, and Sections 17(d) and 34(b) of the Investment Company Act and Rule 17d-1 thereunder;

(2) CFD to cease and desist from committing or causing any violations and any future violations of Sections 206(1) and 206(2) of the Advisers Act, Sections 17(d) and 34(b) of the Investment Company Act and Rule 17d-1 thereunder, Section 17(a) of the Securities Act, and Sections 10(b) and 15(c) of the Exchange Act and Rule 10b-5 thereunder;

(3) Respondents to pay, on a joint and several basis, disgorgement in the total amount of $70,000,000 ("Disgorgement") and civil money penalties in the amount of $70,000,000 ("Penalties"), for a total payment of $140,000,000;

(3) Respondents to retain an Independent Distribution Consultant to develop a plan of distribution for the $140,000,000 in disgorgement and penalties;

(4) Respondents to undertake to maintain a compliance and ethics oversight infrastructure; and

(5) Respondents to retain independent consultants to review the Respondents’ supervisory, compliance and other policies and procedures.

Regulation E provides exemptions from registration under the Securities Act, subject to certain conditions, for securities issued by certain small business investment companies and business development companies. The Regulation E exemption is not available for the securities of an issuer if, among other things, any investment adviser or underwriter for the securities to be offered is subject to an order of the Commission entered pursuant to Section 15(b) or 15A(1) of the Securities Exchange Act of 1934 or Section 203(d) or (e) of the Investment Advisers Act of 1940. See Rule 602(c)(3) under the Securities Act. The Commission may waive the disqualification under a showing of good cause. See Rule 602(e).

Based on the representations set forth in Respondents’ request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(e) and that the request for a waiver of the disqualification should be granted.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

http://www.sec.gov/rules/other/33-8536.htm