BYLAWS

OF

WANGER ADVISORS TRUST

[as amended effective December 20, 2004]

Section 1. Agreement and Declaration of Trust and Principal Office

1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of Wanger Advisors Trust, a Massachusetts business trust established by the Declaration of Trust (the "Trust").

1.2 Principal Office of the Trust. The principal office of the Trust shall be located at 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606, or such other location as shall be determined from time to time by the officers of the Trust.

Section 2. Shareholders

2.1 Shareholder Meetings. The Trust will not hold annual meetings of shareholders. A special meeting of the shareholders of the Trust or of any one or more series or classes of shares may be called at any time by the Trustees, by the chairman, the president or, if the Trustees, the chairman and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who hold at least 10% of all outstanding shares of the Trust, if shareholders of all series are required under the Declaration of Trust to vote in the aggregate and not by individual series at such meeting, or 10% of the outstanding shares of any series or class, if shareholders of such series or class are entitled under the Declaration of Trust to vote by individual series or class at such meeting, then such shareholders may call such meeting. If the meeting is a meeting of the shareholders of one or more series or classes of shares, but not a meeting of all shareholders of the Trust, then only the shareholders of such one or more series or classes shall be entitled to notice of and to vote at the meeting. Each call of a meeting shall state the place, date, hour and purposes of the meeting.

2.2 Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Trust, or, to the extent permitted by the Declaration of Trust, at such other place within the United States as shall be designated by the Trustees or the president of the Trust.

2.3 Notice of Meetings. A written notice of each meeting of shareholders, stating the place, date and hour and the purposes of the meeting, shall be given or caused to be given by the Trustees at least fifteen days before the meeting to each shareholder entitled to vote at such meeting by leaving such notice with him or her or at his or her residence or usual place of business or by mailing it, postage prepaid, and addressed to such shareholder at his or her address as it appears in the records of the Trust. Such notice shall be given by the secretary or an assistant secretary or by an officer designated by the Trustees. A certificate or affidavit by the secretary or assistant secretary or officer shall be prima facie evidence of the giving of any notice

required by the Declaration of Trust. No notice of any meeting of shareholders need be given to a shareholder if a written waiver of notice, executed before or after the meeting by such shareholder or his or her attorney thereunto duly authorized, is filed with the records of the meeting or if the shareholder attends the meeting without protesting prior thereto or at its commencement the lack of notice to such shareholder.

2.4 Ballots. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election.

2.5 Proxies. Shareholders entitled to vote may vote either in person or by proxy in writing dated not more than six months before the meeting named therein, which proxies shall be filed with the secretary or other person responsible to record the proceedings of the meeting before being voted. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting.

Section 3. Trustees

3.1 Committees and Advisory Board. The Trustees may appoint from their number an executive committee and other committees. Except as the Trustees may otherwise determine, any such committee may make rules for conduct of its business. Any such committee shall keep regular minutes of its proceedings and report the same to the Board of Trustees. The Trustees may appoint an advisory board to consist of not less than two nor more than five members. The members of the advisory board, if any, shall be compensated in such manner as the Trustees may determine and shall confer with and advise the Trustees regarding the investments and other affairs of the Trust. Each member of the advisory board, if any, shall hold office for the lifetime of the Trust and until his or her successor is appointed by the Trustees and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified, or until the advisory board is sooner abolished by the Trustees.

3.2 Chairman and Vice-Chairman. The Trustees may elect a chairman and a vice-chairman, who shall be trustees of the Trust but need not be shareholders. The chairman shall preside at all meetings of the shareholders and of the Trustees and in the chairman's absence, the vice-chairman shall so preside. The chairman and the vice-chairman shall hold their respective positions at the pleasure of the Trustees. Neither the chairman nor the vice-chairman shall, by reason of holding such position, be or be deemed to be officers of the Trust. In addition, a trustee serving as chairman or vice-chairman shall have no greater liability, nor be held to any higher standard or duty, than that to which he or she would be subject if not serving as chairman or vice-chairman.

3.3 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees.

3.4 Special Meetings. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting; when called by the chairman, the president or the

treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the secretary or an assistant secretary or by the officer or one of the Trustees calling the meeting.

3.5 Notice. It shall be sufficient notice to a Trustee to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.6 Quorum. At any meeting of the Trustees, one-third of the Trustees then in office shall constitute a quorum; provided, however, a quorum shall not be less than two. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.7 Eligibility to Serve. No person shall be appointed to serve as a Trustee after attaining the age of 75 years. Any Trustee shall retire as a Trustee as of the end of the calendar year in which the Trustee attains the age of 75 years.

Section 4. Officers and Agents

4.1 Enumeration; Qualification. The officers of the Trust shall be a president, a treasurer, a secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect or appoint. The Trust may also have such agents, if any, as the Trustees from time to time may in their discretion appoint. Any officer may be but none need be a Trustee or shareholder. Any two or more offices may be held by the same person, except that any person holding the office of President shall not hold the office of Vice President.

4.2 Powers. Subject to the other provisions of these By-laws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to his or her office as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate, including without limitation the power to make purchases and sales of portfolio securities of the Trust pursuant to recommendations of the Trust's investment adviser in accordance with the policies and objectives of the Trust set forth in its registration statement and with such general or specific instructions as the Trustees may from time to time have issued.

4.3 Election. The president, the treasurer and the secretary shall be elected annually by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at any time.

4.4 Tenure. The president, the treasurer and the secretary shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office at the pleasure of the Trustees. Each agent shall retain his or her authority at the pleasure of the Trustees.

4.5 President. The president shall be the chief executive officer of the Trust, and shall, subject to the control of the Trustees, have general charge and supervision of the business of the

Trust. In the absence of the chairman and the vice-chairman, or in the event of the inability or refusal to act of both of them, the president shall preside at meetings of the Trustees or shareholders.

4.6 Vice Presidents. In the absence of the president, or in the event of the president's inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of the president. Any vice president shall have such other duties and powers as shall be designated from time to time by the Trustees or the president.

4.7 Treasurer. The treasurer shall be the chief financial and accounting officer of the Trust and subject to any arrangement made by the Trustees with a bank or trust company or other organization as custodian or transfer or shareholder services agent, shall be in charge of its valuable papers, its books of account and accounting records, and the preparation of its financial statements, and shall have such duties and powers as shall be designated from time to time by the Trustees or the president. Any assistant treasurer shall have such duties and powers as shall be designated from time to time by the Trustees.

4.8 Secretary. The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof in the aforesaid books.

Section 5. Resignations and Removals

Any Trustee, chairman, vice-chairman, officer or advisory board member may resign at any time by delivering his or her resignation in writing to the president, the treasurer or the secretary or to a meeting of the Trustees. The Trustees may remove any officer or advisory board member elected by them with or without cause by the vote of a majority of the Trustees then in office. Except to the extent expressly provided in a written agreement with the Trust, no Trustee, chairman, vice-chairman, officer, or advisory board member resigning, and no officer, chair, vice-chairman, or advisory board member removed, shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

Section 6. Vacancies

A vacancy in any office may be filled at any time by the Board of Trustees. Each successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary, until his or her successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.

Section 7. Shares of Beneficial Interest

7.1 Share Certificates. No certificates certifying the ownership of shares shall be issued except as the Trustees may otherwise authorize. In the event that the Trustees authorize the issuance of share certificates, subject to the provisions of Section 7.3, each shareholder shall be entitled to a certificate stating the number of whole shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the chairman, the president or a vice president and by the Treasurer or secretary. Such signatures may be facsimiles if the certificate is signed by a transfer agent or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue.

In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

7.2 Loss of Certificates. In the case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees may prescribe.

7.3 Discontinuance of Issuance of Certificates. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust.

Section 8. Record Date and Closing Transfer Books

The Trustees may fix in advance a time, which shall not be more than 90 days before the date of any meeting of shareholders or the date for the payment of any dividend or making of any other distribution to shareholders, as the record date for determining the shareholders having the right to notice and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any of such purposes close the transfer books for all or any part of such period.

Section 9. Seal

The seal of the Trust shall, subject to alteration by the Trustees, consist of a flat-faced circular die with the word "Massachusetts," together with the name of the Trust and the year of its organization, cut or engraved thereon; but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

Section 10. Execution of Papers

Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be signed, and all transfers of securities standing in the name of the Trust shall be executed, by the president or by one of the vice presidents or by the treasurer or by whomsoever else shall be designated for that purpose by the vote of the Trustees and need not bear the seal of the Trust.

Section 11. Fiscal Year

Except as from time to time otherwise provided by the Trustees, the fiscal year of the Trust shall end on December 31.

Section 12. Amendments

These By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority.

[CWAM LETTERHEAD]

May 1, 2005

Wanger Advisors Trust
227 W. Monroe Street
Suite 3300
Chicago, Illinois 60606

Ladies and Gentlemen:

Columbia Wanger Asset Management, L.P. ("Columbia WAM") hereby contractually undertakes as of the date hereof as follows with respect to each of the series of Wanger Advisors Trust (each such series a "Fund"):

The total expenses of Wanger Select and Wanger International Select through April 30, 2006, exclusive of taxes, of interest and of extraordinary litigation expenses, but including fees paid to Columbia WAM, as a percentage of the Fund's net assets, shall not exceed 1.35% or 1.45% per annum, respectively, and Columbia WAM agrees to reimburse each Fund for any sums expended for such expenses in excess of that amount. For purposes of calculating the expenses subject to this limitation, (i) brokers' commissions and other charges relating to the purchase and sale of portfolio securities and (ii) the excess custodian costs attributable to investments in foreign securities compared to the custodian costs which would have been incurred had the investments been in domestic securities, shall not be regarded as expenses.
Reimbursement, if any, shall be made by reduction of the fees otherwise payable to Columbia WAM under the Investment Advisory Agreement dated November 1, 2001 (the "Agreement") between Wanger Advisors Trust and Columbia WAM, no less frequently than quarterly. Notwithstanding the foregoing, the limitations on total expenses set forth herein shall not apply to any class of shares of a Fund established after the effective date hereof.

Effective May 1, 2005, this contractual undertaking supercedes the provisions contained in Section 8 of the Agreement. This undertaking shall be binding upon any successors and assigns of Columbia WAM.

Very truly yours,

COLUMBIA WANGER ASSET MANAGEMENT, L.P.

By: /s/ Bruce H. Lauer
  ----------------------------------------------
    Bruce H. Lauer
    Chief Operating Officer

Agreed and accepted by
WANGER ADVISORS TRUST

By: /s/ Bruce H. Lauer
  ---------------------------------
    Bruce H. Lauer
    Vice President, Secretary and Treasurer

AMENDMENT NO. 1 TO SHAREHOLDERS' SERVICING AND
TRANSFER AGENT AGREEMENT

This Amendment No. 1 to the Shareholders' Servicing and Transfer Agent Agreement (the "Amendment") is hereby made by and between Wanger Advisors Trust (the "Trust") a Massachusetts business trust and Columbia Funds Services, Inc. ("CFS") (formerly Liberty Funds Services, Inc.), a Massachusetts corporation. This Amendment is dated as of February 1, 2004. Capitalized terms not defined herein shall have the meaning ascribed to them in the Shareholders' Servicing and Transfer Agent Agreement dated as of September 29, 2000 (the "Agreement").

WHEREAS, under the Agreement the Trust has appointed CFS as Transfer Agent, Registrar and Dividend Disbursing Agent for each series of the Trust listed in Schedule A attached thereto, each a registered investment company;

WHEREAS, under the Agreement the Trust will pay CFS for the services provided thereunder in accordance with and in the manner set forth in Schedule B attached thereto; and

WHEREAS, the parties to the Agreement desire to amend Schedule B attached thereto to reflect a revised fee schedule for all classes of each Fund of the Trust.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. Schedule B. Pursuant to Section 28 of the Agreement, the parties hereto mutually agree that Schedule B attached to the Agreement be deleted and replaced in its entirety by the Schedule B attached to this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and sealed as of the date first above written.

WANGER ADVISORS TRUST

By:  /s/ Bruce H. Lauer
     ---------------------------------------
     Name:  Bruce H. Lauer
     Title: Vice President, Secretary
            and Treasurer

COLUMBIA FUNDS SERVICES, INC.

By:  /s/ Stephen T. Welsh
     ---------------------------------------
     Name:  Stephen T. Welsh
     Title: President

SCHEDULE B

Terms used in the Schedule and not defined herein shall have the meaning specified in the SHAREHOLDERS' SERVICING AND TRANSFER AGENT AGREEMENT, as amended from time to time (the "Agreement"). Payments under the Agreement to CFS shall be made in the first two weeks of the month following the month in which a service is rendered or an expense incurred. This Schedule B shall be effective as of the date of the Amendment.

Each Fund that is a series of the Trust shall pay CFS for the services to be provided by CFS under the Agreement an amount equal to the sum of the following:

1. An account fee for Open Accounts of $28.00 per annum.

2. In addition, CFS shall be entitled to retain as additional compensation for its services all CFS revenues for Distributor Fees, fees for wire, telephone, redemption and exchange orders, IRA trustee agent fees and account transcripts due CFS from shareholders of any Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement. CFS is not entitled to collect any account fees with respect to any Closed Account.

OUT-OF-POCKET EXPENSES. Each Fund shall reimburse CFS for any and all applicable out-of-pocket expenses and charges in performing services under this Agreement (other than charges for normal data processing services and related software, equipment and facilities) including, but not limited to, mailing service, postage, printing of shareholder statements, the cost of any and all forms of the Funds and other materials used by CFS in communicating with shareholders of the Funds, the cost of any equipment or service used for communicating with the Funds' custodian bank or other agent of the Funds, and all costs of telephone communication with or on behalf of shareholders allocated in a manner mutually acceptable to the Funds and CFS.

All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds' independent accountants.

Definitions

"Closed Account" is any account on the books of CFS representing record ownership of shares of a Fund which as of the first day of any calendar month has a share balance of zero and does not meet account purge criteria.

"Distributor Fees" means the amount due CFS pursuant to any agreement with the Funds' principal underwriter for processing, accounting and reporting services in connection with the sale of shares of the Fund.

"Fund" means each of the open-end investment companies advised or administered by Columbia Wanger Asset Management, L.P. (formerly Liberty WAM) that are series of the Trusts which are parties to the Agreement.

"Open Account" is any account on the books of CFS representing record ownership of shares of a Fund which as of the first day of any calendar month has a share balance greater than zero. The Open Account fee shall be payable on a monthly basis, in an amount equal to 1/12 the per annum change.

Agreed:

THE TRUST ON BEHALF OF EACH FUND DESIGNATED

IN SCHEDULE A FROM TIME TO TIME

By:    /s/ Bruce H. Lauer
       ---------------------------------------------
       Bruce H. Lauer, Vice President, Secretary and Treasurer

COLUMBIA FUNDS SERVICES, INC.

By:    /s/ Stephen T. Welsh
       ---------------------------------------------
       Stephen T. Welsh, President

FUND PARTICIPATION AGREEMENT

between

WANGER ADVISORS TRUST,

COLUMBIA WANGER ASSET MANAGEMENT, LP, and

ING INSURANCE COMPANY OF AMERICA

ING Insurance Company of America (the "Company"), Wanger Advisors Trust (the "Fund") and Columbia Wanger Asset Management, LP (the "Adviser") hereby agree to an arrangement whereby the Fund shall be made available to serve as underlying investment media for Variable Annuity or Variable Life Contracts ("Contracts") to be issued by the Company.

1. Establishment of Accounts; Availability of Fund.

(a) The Company represents that it has established Variable Annuity Account I and may establish such other accounts as may be set forth in Schedule A attached hereto and as may be amended from time to time with the mutual consent of the parties hereto (the "Accounts"), each of which is a separate account under Florida Insurance law, and has registered or will register each of the Accounts (except for such Accounts for which no such registration is required) as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"), to serve as an investment vehicle for the Contracts. Each Contract provides for the allocation of net amounts received by the Company to an Account for investment in the shares of one or more specified open-end management investment companies available through that Account as underlying investment media. Selection of a particular investment management company and changes therein from time to time are made by the participant or Contract owner, as applicable under a particular Contract.

(b) The Fund and the Adviser represent and warrant that the investments of the series of the Fund (each designated a "Portfolio") specified in Schedule B attached hereto (as may tie amended from time to time with the mutual consent of the parties hereto) will at all times be adequately diversified within the meaning of Section 817(h) of the Internal Revenue Service Code of 1986, as amended (the "Code"), and the Regulations thereunder, and that at all times while this agreement is in effect, all beneficial interests will be owned by one or more insurance companies or by any other-party permitted under Section 1.817-5(f)(3) of the Regulations promulgated under the Code or by the successor thereto, or by any other party permitted under a Revenue Ruling or private letter ruling granted by the Internal Revenue Service.

(c) The Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

2. Pricing Information; Orders; Settlement.

(a) The Fund will make Fund shares available to be purchased by the Company, and will accept redemption orders from the Company, on behalf of each Account at the net asset value applicable to each order on those days on which the Fund calculates its net asset value (a "Business Day"). Fund shares shall be purchased and redeemed in such quantity and at such time determined by the Company to be necessary to meet the requirements of those Contracts for which the Fund serve as underlying investment media, provided, however, that the Board of Trustees of the Fund (hereinafter the "Trustees") may upon reasonable notice to the Company, refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is (1) required by law or by regulatory authorities having jurisdiction or (2) in the sole discretion of the Trustees, acting in good faith and in the best interests of the shareholders of any Portfolio and acting in compliance with their fiduciary obligations under federal and/or any applicable state laws.

(b) The Fund will make best efforts to provide to the Company closing net asset value, dividend and capital gain information at the close of trading each day that the New York Stock Exchange (the "Exchange") is open (each such day a "Business Day") by 6:30 p.m. East Coast Time but in no event later than 7:00 p.m. East Coast Time on such Business Day. The Company will send via facsimile or electronic transmission to the Fund or its specified agent orders to purchase and/or redeem Fund shares by 9:00 a.m. East Coast Time the following business day. Payment for net purchases will be wired by the Company to an account designated by the Fund to coincide with the order for shares of the Fund.

(c) The Fund hereby appoints the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares relating to the Contracts from Contract owners or participants. Orders from Contract owners or participants received from any distributor of the Contracts (including affiliates of the Company) by the Company, acting as agent for the Fund, prior to the close of the Exchange on any given business day will be executed by the Fund at the net asset value determined as of the close of the Exchange on such Business Day, provided that the Fund receives written (or facsimile) notice of such order by 9 a.m., East Coast Time on the next following Business Day. Any orders received by the Company acting as agent on such day but after the close of the Exchange will be executed by the Fund at the net asset value determined as of the close of the Exchange on the next business day following the day of receipt of such order, provided that the Fund receives written (or facsimile) notice of such order by 9 a.m., East Coast Time within two days following the day of receipt of such order.

(d) Payments for net redemptions of shares of the Fund will be wired by the Fund to an account designated by the Company, and payments for net purchases of the Fund will be wired by the Company to an account designated by the Fund. Payments for net redemptions and net purchases will be made on the same Business Day as the order to purchase or redeem Fund shares. Payments shall be in federal funds transmitted by wire.

(e) In lieu of applicable provisions set forth in paragraphs 2(a) through 2(d) above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV

system in which case such activities will be governed by the provisions set forth in Exhibit I to this Agreement.

(f) Each party has the right to rely on information or confirmations provided by the other party (or by any affiliate of the other party), and shall not be liable in the event that an error is a result of any misinformation supplied by the other party.

(g) The Company agrees to purchase and redeem the shares of the Portfolios named in Schedule B offered by the then current prospectus and statement of additional information of the Fund in accordance with the provisions of such prospectus and statement of additional information. The Company shall not permit any person other than a Contract owner or Participant to give instructions to the Company which would require the Company to redeem or exchange shares of the Fund. This provision shall not be construed to prohibit the Company from substituting shares of another fund, as permitted by law.

(h) ING represents and warrants that it has adopted and implemented controls reasonably designed to ensure that all orders received by the Company after the close of the Exchange on a particular Business Day will not be aggregated with orders received by the Company before the close of the Exchange on such Business Day.

3. Expenses.

(a) Except as otherwise provided in this Agreement, all expenses incident to the performance by the Fund under this Agreement shall be paid by the Fund, including the cost of registration of Fund shares with the Securities and Exchange Commission (the "SEC") and in states where required. The Fund and Adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Fund or Adviser, except as provided herein and in Schedule C attached hereto and made a part of this Agreement as may be amended from time to time with the mutual consent of the parties hereto. All expenses incident to performance by each party of its respective dues under this Agreement shall be paid by that party, unless otherwise specified in this Agreement.

(b) The Fund or the Adviser shall provide to the Company Post Script files of periodic fund reports to shareholders and other materials that are required by law to be sent to Contract owners. In addition, the Fund or the Adviser shall provide the Company with a sufficient quantity of its prospectuses, statements of additional information and any supplements to any of these materials, to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Fund shall provide the Company with a sufficient quantity of its proxy material that is required to be sent to Contract owners. The Adviser shall be permitted to review and approve the typeset form of such material prior to such printing provided such material has been provided by the Adviser to the Company within a reasonable period of time prior to typesetting.

(c) In lieu of the Fund's or Adviser's providing printed copies of prospectuses, statements of additional information and any supplements to any of these materials, and periodic fund reports to shareholders, the Company shall have the right to request that the Fund transmit a copy of such materials in an electronic format (Post Script files), which the Company may use to

have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants.

4. Representations.

The Company agrees that it and its agents shall not, without the written consent of the Fund or the Adviser, make representations concerning the Fund, or its shares except those contained in the then current prospectuses and in current printed sales literature approved by or deemed approved by the Fund or the Adviser.

The Company agrees to cooperate fully with any and all efforts by the Funds to assure the Funds that the Company has implemented effective compliance policies and procedures administered by qualified personnel as required by and in accordance with any and all applicable laws, rules and regulations.

5. Termination.

This agreement shall terminate as to the sale and issuance of new Contracts:

(a) at the option of either the Company, the Adviser or the Fund, upon sixty days advance written notice to the other parties;

(b) at the option of the Company, upon one week advance written notice to the Adviser and the Fund, if Fund shares are not available for ally reason to meet the requirement of Contracts as determined by the Company. Reasonable advance notice of election to terminate shall be furnished by the Company;

(c) at the option of either the Company, the Adviser or the Fund, immediately upon institution of formal proceedings against the broker-dealer or broker-dealers marketing the Contracts, the Account, the Company, the Fund or the Adviser by the National Association of Securities Dealers, Inc. (the "NASD"), the SEC or any other regulatory body;

(d) upon the determination of the Accounts to substitute for the Fund's shares the shares of another investment company in accordance with the terms of the applicable Contracts. The Company will give 60 days written notice to the Fund and the Adviser of any decision to replace the Fund's' shares;

(e) upon assignment of this Agreement, unless made with the written consent of all other parties hereto; and/or

(f) if Fund shares are not registered, issued or sold in conformance with Federal law or such law precludes the use of Fund shares as an underlying investment medium for Contracts issued or to be issued by the Company. Prompt notice shall be given by the appropriate party should such situation occur.

6. Continuation of Agreement.

Termination as the result of any cause listed in Section 5 shall not affect the Fund's obligation to furnish its shares to Contracts then in force for which its shares serve or may serve as the underlying medium unless such further sale of Fund shares is prohibited by law or the SEC or other regulatory body, or is determined by the Fund's Board to be necessary to remedy or eliminate an irreconcilable conflict pursuant to Section 10 hereof

7. Advertising Materials; Filed Documents.

(a) Advertising and sales literature with respect to the fund prepared by the Company or its agents for use in marketing its Contracts will be submitted to the Fund or its designee for review before such material is submitted to arty regulatory body for review. The Fund or its designee shall advise the submitting part in writing within three (3) Business Days of its approval or disapproval of such materials.

(b) The Fund will provide additional copies of its financials as soon as available to the Company and at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any of the above that relate to the Fund promptly after the filing of such document with the SEC or other regulatory authorities. At the Adviser's request, the Company will provide to the Adviser at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Account promptly after the filing of such document with the SEC or other regulatory authority.

(c) The Fund or the Adviser will provide via Excel spreadsheet diskette format or in electronic transmission to the Company at least quarterly portfolio information necessary to update Fund profiles within seven business days following the end of each quarter.

(d) The Advisor will reimburse the Company for any incorrect information provided to the Company under this Section as provided for in Schedule C.

8. Proxy Voting.

(a) The Company shall provide pass-through voting privileges on Fund shares held by registered separate accounts to all Contract owners and participants to the extent the SEC continues to interpret the 1940 Act as requiring such privileges. The Company shall provide pass-through voting privileges on Fund shares held by unregistered separate accounts to all Contract owners.

(b) The Company will distribute to Contract owners and participants, as appropriate, all proxy material furnished by the Fund and will vote Fund shares in accordance with instructions received from such Contract owners and participants. If and to the extent required by law, the Company, with respect to each group Contract and in each Account, shall vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received. The Company amid its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners and participants.

9. Indemnification.

(a) The Company agrees to indemnify and hold harmless the Fund and the Adviser, and its directors, officers, employees, agents and each person, if any, who controls the Fund or its Adviser within the meaning of the Securities Act of 1933 (the "1933 Act") against any, losses, claims, damages or liabilities to which the Fund or any such director, officer, employee, agent, or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Company or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the prospectuses or sales literature of the Fund) of the Company or its agents, with respect to the sale and distribution of Contracts for which Fund shares are the underlying investment. The Company will reimburse any legal or other expenses reasonably incurred by the Fund or any such director, officer, employee, agent, investment adviser, or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or omission or alleged omission made in such Registration Statement or prospectus in conformity with written materials furnished to the Company by the Fund specifically for use therein or (ii) the willful misfeasance, bad faith, or gross negligence by the Fund or Adviser in the performance of its duties or the Fund's or Adviser's reckless disregard of obligations or duties under this Agreement or to the Company, whichever is applicable. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) The Fund and the Adviser agree to indemnify and hold harmless the Company and its directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of the 1933 Act against any losses, claims, damages or liabilities to which the Company or any such director, officer, employee, agent or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectuses or sales literature of the Fund or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, employee, agent, or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Fund will not be liable in any such case to the extent that any such loss, claim; damage or liability arises out of or is based upon an untrue statement or omission or alleged omission made in such Registration Statement or prospectuses which are in conformity with written materials furnished to the Fund by the Company specifically for use therein.

(c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a claim in respect thereof is to be made

against the indemnifying party hereunder, notify the indemnifying party of-the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after nonce from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified patty in connection with the defense thereof other than reasonable costs of investigation.

10. Potential Conflicts.

(a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Fund on and with the SEC and the order issued by the SEC dated December 18, 1996 (Order No. IC-22404) in response thereto (the "Mixed and Shared Funding Exemptive Order"). The Company has reviewed the conditions to the requested relief set forth in such application for exemptive relief. As set forth in such application, the Board of Directors of Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contractholders of all separate accounts ("Participating Companies") investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (i) an action by any state insurance regulatory authority; (ii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar actions by insurance, tax or securities regulatory authorities; (iii) an administrative or judicial decision in any relevant proceeding; (iv) the manner in which the investments of any portfolio are being managed; (v) a difference in voting instructions given by variable annuity contractholders and variable life insurance contractholders; or (vi) a decision by an insurer to disregard the voting instructions of contractholders. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

(b) The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised, This includes, but is not limited to, an obligation by the Company to inform the Board whenever contractholder voting instructions are disregarded.

(c) If a majority of the Board, or a majority of its disinterested Board members, determines that a material irreconcilable conflict exists with regard to contractholder investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include but shall not be limited to:

(i) withdrawing the assets allocable to the Account from the Fund and reinvesting such assets in a different investment medium or submitting the question of whether such segregation should be implemented to a vote of all affected contractholders and as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Companies) that votes in favor of such segregation, or offering to the affected contractholders the option of making such a change; and/or

(ii) establishing a new registered management investment company or managed separate account.

(d) If a material irreconcilable conflict arises as a result of a decision by the Company to disregard its contractholder voting instructions and said decision represents a minority position or would preclude a majority vote by all of its contractholders having an interest in the Fund, the Company at its sole cost, may be required, at the Board's election, to withdraw an Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board.

(c) For the purpose of this Section 10, a majority of the disinterested Board members shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for any Contract. The Company shall not be required by this Section 10 to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract owners or participants materially adversely affected by the irreconcilable material conflict.

11. Miscellaneous.

(a) Amendment and Waiver. Neither this Agreement, nor any provision hereof, may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by all parties hereto.

(b) Notices, All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by telex, telecopier or registered or certified mail, postage prepaid, return receipt requested, or recognized overnight courier service to the party or parties to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties.

To the Company:

ING Insurance Company of America
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: Lisa S. Gilarde

To the Fund:

Columbia Funds Distributor, Inc.
One Financial Center
Boston, Massachusetts 02111
Attn: Joe Feloney, Senior Vice President

Any notice, demand or other communication given in a manner prescribed in this subsection (b) shall be deemed to have been delivered on receipt.

(c) Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

(d) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart.

(e) Severability. In case any one or more of the provisions contained in this Agreement should be invalid illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

(f) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreement and understandings relating to the subject matter hereof.

(g) Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Connecticut.

(h) It is understood by the parties that this Agreement is not an exclusive arrangement in any respect.

(i) The terms of this Agreement and the Schedules thereto will be held confidential by each party except to the extent that either party or its counsel may deem it necessary to disclose such terms.

12. Limitation on Liability of Trustees, etc.

This agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his or her capacity as an officer of, the Fund. The obligations of this agreement shall be binding upon the assets and property of the Fund only and shall not be binding on any Trustee, officer or shareholder of the Fund individually.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers effective as of the 1st day of May, 2004.

ING INSURANCE COMPANY OF AMERICA

By:     /s/ Laurie M. Tilinghast
        ---------------------------------------------
Name:   Laurie M. Tilinghast
Title:  Vice President

WANGER ADVISORS TRUST

By:     /s/ Kenneth A. Kalina
        ---------------------------------------------
Name:   Kenneth A. Kalina
Title:  Assistant Treasurer

COLUMBIA WANGER ASSET MANAGEMENT, LP

By:     /s/ Kenneth A. Kalina
        ---------------------------------------------
Name:   Kenneth A. Kalina
Title:  Chief Financial Officer

SCHEDULE A

(For any future separate accounts - See Section 1(a)

SCHEDULE B

(List of portfolios available - See Section 1(b))

Wanger Select
Wanger U.S. Smaller Companies

SCHEDULE C

The following costs, expenses and reimbursements will be paid by the party indicated:

1. For purposes of Sections 2 and 7, the Fund or the Adviser shall be liable to the Company for any amount the Company is required to pay to Contract owners or participants due to (i) an incorrect calculation of a Fund's daily net asset value, dividend rate, or capital gain distribution rate or (ii) incorrect or late reporting of the daily net asset value, capital gain distribution rate of a Fund, upon written notification by the Company, with supporting data, to the Adviser. In addition, the Fund or the Adviser shall be liable to the Company for systems and out of pocket costs incurred by the Company in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Fund's failure to provide timely or correct net asset values, dividend and capital gains or financial information. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contact owner's or a Participant's amount whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.

2. For purposes of Section 3, the Fund or the Adviser shall pay for the cost of typesetting and printing periodic fund reports to shareholders, prospectuses, prospectus supplements, statements of additional information and other materials that are required by law to be sent to Contract owners or participants, as well as the cost of distributing such materials. The Company shall pay for the cost of prospectuses and statements of additional information and the distribution thereof for prospective Contract owners or participants. Each party shall be provided with such supporting data as may reasonably be requested for determining expenses under Section 3.

3. The Fund shall pay all expenses in connection with the provision to the Company of a sufficient quantity of its proxy material under Section 3. The cost associated with proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage) will be paid by the Fund.

EXHIBIT 1

TO

PARTICIPATION AGREEMENT

PROCEDURES FOR PRICING AND ORDER/SETTLEMENT THROUGH NATIONAL SECURITIES CLEARING CORPORATION'S MUTUAL FUND PROFILE SYSTEM AND MUTUAL FUND SETTLEMENT, ENTRY AND REGISTRATION VERIFICATION, SYSTEM

1. As provided in Section 2(e) of the Fund Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through National Securities Clearing Corporation ("NSCC") and its subsidiary systems as follows:

(a) Distributor or the Funds will furnish to the Company or its affiliate through NSCC's Mutual Fund Profile System ("MFPS') (1) the most current net asset value information for each Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Fund's ex-date, and (3) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. Best efforts will be made to provide all such information to the Company or its affiliate by 6:30 p.m. Eastern Time but in no event later than 7:00 p.m. Eastern Time on each business day that the Fund is open for business (each a "Business Day"). Changes in pricing information will be communicated to both NSCC and the Company.

(b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Fund's net asset value is calculated as specified in such Fund's prospectus ("Close of Trading") on each Business Day ("Instructions"), and upon its determination that there are good funds with respect to Instructions involving the purchase of Shares, the Company or its affiliate will calculate the net purchase or redemption order for each Fund. Orders for net purchases or net redemptions derived from Instructions received by the Company or its affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual Fund Settlement, Entry and Registration Verification System ("Fund/SERV') by 5:00 am. Eastern Time on the next Business Day. Subject to the Company's or its affiliate's compliance with the foregoing, the Company or its affiliate will be considered the agent of the Distributor and the Funds, and the Business Day on which Instructions are received by the Company or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by the Company or its affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Fund's then current prospectuses.

(c) The Company or its affiliate will wire payment for net purchase orders by the Fund's NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by the Company or its affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of

daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received.

(d) NSCC will wire payment for net redemption orders by Fund, in immediately available funds, to an NSCC settling bank account designated by the Company or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as provided in a Fund's prospectus and statement of additional information.

(e) With respect to (c) or (d) above, if Distributor does not send a confirmation of the Company's or its affiliate's purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day's payment cycle, payment for such purchases or redemptions will be made the following Business Day.

(f) If on any day the Company or its affiliate, or Distributor is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to Distributor or the Company or its affiliate, as applicable, as is otherwise provided in the Agreement.

(g) These procedures are subject to any additional terms in each Fund's prospectus and the requirements of applicable law. The Funds reserve the right, at their discretion and without notice, to suspend the sale of shares or withdraw the sale of shares of any Fund.

2. The Company or its affiliate, Distributor and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized.

3. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Exhibit.

PARTICIPATION AGREEMENT

By and Among

WANGER ADVISORS TRUST

And

COLUMBIA FUNDS DISTRIBUTOR, INC.

And

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

And

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

THIS AGREEMENT, made and entered into as of December 1, 2004, by and among WANGER ADVISORS TRUST, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the "Fund"), COLUMBIA FUNDS DISTRIBUTOR, INC., a Massachusetts corporation (the "Distributor"), SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware corporation, and SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, a New York corporation (with Sun Life Assurance Company of Canada, (the "Company")), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time, (each account referred to as the "Account").

WHEREAS, the Fund was established for the purpose of serving as the investment vehicle for insurance company separate accounts supporting variable annuity contracts and variable life insurance policies to be offered by insurance companies that have entered into participation agreements with the Fund (the "Participating Insurance Companies") and certain retirement plans; and

WHEREAS, beneficial interests in the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each a "Portfolio" and collectively, the "Portfolios"); and

WHEREAS, the Fund has received an order (No. 812-10198 dated December 18, 1996) from the Securities & Exchange Commission (the "SEC") granting Participating Insurance Companies and their separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940 (the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund and each Portfolio thereof to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies (the "Exemptive Order"); and

WHEREAS, the Company has registered or, prior to offering for sale will register, certain variable annuity contracts and/or variable life insurance polices (the "Contracts") under the Securities Act of 1933 (the "1933 Act"); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Portfolios named in Schedule 2 to this Agreement, as may be amended from time to time, on behalf of the Account to fund the Contracts;

NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:

ARTICLE I. SALE AND REDEMPTION OF FUND SHARES

1.1. The Fund will sell to the Company those shares of the Portfolios that each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund (or its agent). Shares of a particular Portfolio of the Fund will be ordered in such quantities and at such times as determined by the Company

to be necessary to meet the requirements of the Contracts. The Board of Trustees of the Fund (the "Fund Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio, including, but not limited to, if the Fund determines that trading activity represents market timing or trading activity is disruptive and may potentially harm the Fund(s).

1.2. The Fund will redeem any full or fractional shares of any Portfolio when requested by the Company on behalf of an Account at the net asset value next computed after receipt by the Fund (or its agent) of the request for redemption, as established in accordance with the provisions of the then current prospectus of a Portfolio. Notwithstanding the foregoing, (i) the Company shall not redeem Fund shares attributable to Contract owners except in the circumstances permitted in Section 1.12, and (ii) the Fund may delay redemption of Fund shares of any Portfolio to the extent permitted by the 1940 Act and any rules thereunder, or as described in a Portfolio's prospectus.

1.3. For purposes of Sections 1.1 and 1.2, the Fund hereby appoints the Company as its agent for the limited purpose of receiving purchase and redemption orders resulting from investment in and payments under the Contracts. Receipt by the Company will constitute receipt by the Fund provided that: (a) such orders are received by the Company in good order by 4:00 p.m. Eastern Time; (b) such orders are received by the Company prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus (such time referred to as the "Close of Trading"); and (c) the Fund receives notice of such orders no later than 9:30 a.m. Eastern Time (and shall use best efforts to provide such notice by 9:00 a.m. Eastern Time) on the next following Business Day. "Business Day" will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

1.4. The Company will pay for a purchase order on the same Business Day as the Fund receives notice of the purchase order in accordance with Section
1.3(c). Payment for such purchase order will be made in Federal funds transmitted by wire to the Fund. Such wire transfer will be initiated by the Company's bank by 1:00 p.m. Eastern Time. The Fund will pay for a redemption order on the same Business Day as the Fund receives notice of the redemption order in accordance with Section 1.3. Payment for such redemption order will be made in Federal funds transmitted by wire to the Company or any other person properly designated in writing by the Company. The Fund reserves the right to suspend payment consistent with
Section 22(e) of the Investment Company Act of 1940, as amended (the "1940 Act") and any rules thereunder. If payment for a redemption order would require a Portfolio to dispose of portfolio securities or otherwise incur additional costs, payment will be made within five days and the Fund will promptly notify the Company of such delay. The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company; the Company alone will be responsible for such action.

1.5. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.

1.6. The Fund will furnish same-day notice (by wire or telephone, followed by written confirmation) to the Company of the declaration of any income, dividends or capital gain distributions payable on each Portfolio's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund will notify the Company of the number of shares so issued as payment of such dividends and distributions.

1.7. The Fund will make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated. The Fund will use its reasonable best efforts to make such net asset value per share available by 5:30 p.m. Eastern Time, and will use its best efforts to make such net asset value per share available by 6:00 p.m. Eastern Time each Business Day. The Fund will notify the Company as soon as possible if it is determined that the net asset value per share will be available after 6:00 p.m. Eastern Time on any Business Day, and the Fund and the Company will mutually agree upon a final deadline for timely receipt of the net asset value on such Business Day.

1.8. Any material errors in the calculation of net asset value, dividends or capital gain information will be reported promptly upon discovery to the Company. An error will be deemed "material" based on the Fund's interpretation of the SEC's position and policy with regard to materiality, as it may be modified from time to time. If the Company is provided with materially incorrect net asset value information, the Company will be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Neither the Fund, the Adviser, nor any of their affiliates will be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by or on behalf of the Company to the Fund or the Adviser.

1.9. The Fund agrees that its shares will be sold only to Participating Insurance Companies and certain retirement plans and their separate accounts to the extent permitted by the Exemptive Order. No shares of any Portfolio will be sold directly to the general public. The Company agrees that Fund shares will be used only for the purposes of funding the Accounts listed in Schedule 1, as amended from time to time.

1.10. The Company and the Fund acknowledge that the arrangement contemplated by this Agreement is not exclusive; and the cash value of the Contracts may be invested in other investment companies.

1.11. The Fund agrees that all Participating Insurance Companies will have the obligations and responsibilities regarding pass-through voting and conflicts of interest corresponding to those contained in Section 3.4 and Article IV of this Agreement.

1.12. The Company may withdraw the Account's investment in the Fund or a series thereof only: (i) as necessary to facilitate Contract owner requests; (ii) upon a determination by a majority of the Fund Board, or a majority of disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of (x) some or all Contract owners or owners of other variable annuity contracts and variable life insurance policies supported by accounts investing assets attributable thereto in the Fund or
(y) some or all of the Participating Insurance Companies and/or a person or plan that qualifies to purchase shares of the Fund that is investing in the Fund; or (iii) in the event that shares of another investment company are substituted for Portfolio shares in accordance with the terms of the Contracts upon the (x) requisite vote of the Contract owners having an interest in the affected Portfolio and the requisite written consent of the Fund (unless otherwise required by applicable law); (y) upon issuance of an SEC exemptive order pursuant to Section 26(b) of the 1940 Act permitting such substitution; or (z) as may otherwise be permitted under applicable law.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that:

(a) it is an insurance company duly organized and in good standing under applicable law;

(b) it has legally and validly established or, prior to offering the Contracts for sale will legally and validly establish, each Account as a separate account under applicable state law;

(c) it has registered or, prior to offering the Contracts for sale will register, to the extent necessary each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts;

(d) it has filed or will file to the extent necessary the Contracts' registration statements under the 1933 Act and these registration statements will be declared effective by the SEC prior to offering the Contracts;

(e) the Contracts will be filed and qualified and/or approved for sale, as applicable, under the insurance laws and regulations of the states in which the Contracts will be offered prior to the sale of Contracts in such states;

(f) it will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law, but in any event it will maintain a current effective Contracts' and Account's registration statement for so long as the Contracts are outstanding unless the Company has supplied the Fund with an SEC no-action letter, opinion of counsel or other evidence satisfactory to the Fund's counsel to the effect that maintaining such registration statement on a current basis is no longer required;

(g) it has adopted and implemented internal controls reasonably designed to prevent purchase and redemption orders received after the Close of Trading on any given Business Day from being aggregated with orders received before the Close of Trading on that Business Day; and

(h) all orders that the Company transmits to the Fund or its agent for processing as of a particular Business Day will relate only to instructions received by the Company prior to the Close of Trading on that Business Day.

2.2. The Company represents and warrants that the Contracts are intended to be treated as annuity or life insurance contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.3. The Fund represents and warrants that:

(a) it is duly organized and validly existing under applicable state law;

(b) it has registered with the SEC as an open-end management investment company under the 1940 Act;

(c) Fund shares of the Portfolios offered and sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law;

(d) it is registered under the 1940 Act;

(e) it will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares;

(f) it believes that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future; and

(g) it will qualify the shares of the Portfolios for sale in accordance with the laws of the various states to the extent deemed advisable by the Fund. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund agrees that it will furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states.

2.4. To the extent that the Fund decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Fund Board, a majority of whom are not "interested" persons of the Fund and have no direct or indirect financial interest in the operation of the plan or in any agreement related to the plan, formulate and approve any plan under Rule 12b-1 to finance distribution expenses.

2.5. The Fund represents and warrants that it believes that the Fund's investment policies are in material compliance with any investment restriction set forth in Schedule 3, including restrictions relating to the diversification requirements for variable annuity, endowment, or life insurance contracts as set forth in Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time. Without limiting the scope of the foregoing, the Fund further represents and warrants that it believes that it currently

complies with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, and any amendments or other modifications to such Section or Regulation. In the event of a breach of this representation and warranty, the Fund will take all reasonable steps:

(a) to notify the Company of such breach; and

(b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

2.6. Each party represents and warrants that, as applicable, all of its directors, officers, employees, investment advisers, and other individuals/entities each having access to the funds and/or securities of the Fund are and will continue to be at all times covered by a blanket fidelity bond or similar coverage in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

ARTICLE III. OBLIGATIONS OF THE PARTIES

3.1. The Fund will prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. The Fund will bear the costs of registration and qualification of its shares, preparation and filing of documents listed in this Section 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

3.2. At the option of the Company, the Fund will either: (a) provide the Company with as many copies of the Fund's current prospectus, statement of additional information,

annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company will reasonably request; or (b) provide the Company with a camera-ready copy, computer disk or other medium agreed to by the parties of such documents in a form suitable for printing. The Fund will bear the cost of typesetting and printing such documents and of distributing such documents to existing Contract owners. The Company will bear the cost of distributing such documents to prospective Contract owners and applicants as required.

3.3. The Fund, at its expense, either will:

(a) distribute its proxy materials directly to the appropriate Contract owners; or

(b) provide the Company or its mailing agent with copies of its proxy materials in such quantity as the Company will reasonably require and the Company will distribute the materials to existing Contract owners and will bill the Fund for the reasonable cost of such distribution. The Fund will bear the cost of tabulation of proxy votes.

3.4. With respect to any matter put to vote of the holders bf Fund shares or Portfolio shares ("Voting Shares"), if and to the extent required by law, the Company will:

(a) provide for the solicitation of voting instructions from Contract owners;

(b) vote Voting Shares of each Portfolio held in the Account in accordance with instructions or proxies timely received from Contract owners; and

(c) vote Voting Shares of the Portfolios held in the Account for which no timely instructions have been received, in the same proportion as Voting Shares of such Portfolio for which instructions have been received from the Company's Contract owners;

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that voting privileges for the Account are determined in a manner consistent with the provisions set forth above.

3.5. The Company will prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, prospectuses and statements of additional information of the Contracts. The Company will bear the cost of registration and qualification of the Contracts and preparation and filing of documents listed in this Section 3.5. The Company also will bear the cost of typesetting, printing and distributing the documents listed in this
Section 3.5 to existing and prospective Contract owners.

3.6. The Company will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its use. No such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material.

3.7. The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other material provided by the Fund or by the Adviser, except with the written permission of the Fund or the Adviser. The

Fund and the Adviser agree to respond to any request for approval on a prompt and timely basis. Nothing in this Section 3.7 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Fund.

3.8. The Distributor will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably objects to such use within five
(5) Business Days after receipt of such material.

3.9. The Fund and the Distributor will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with the written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.

3.10. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document with the SEC.

3.11. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, and all amendments to any of the above, that relate to the Contracts or each Account, promptly after the filing of such document with the SEC.

3.12. For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical), radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the 1933 Act or the 1940 Act.

3.13. The Fund and the Distributor hereby consent to the Company's use of the name Nations Separate Account Trust and the names of the Portfolios listed on Schedule 2, as may be amended from time to time, in connection with marketing the Contracts, subject to the terms of Sections 3.6 and 3.7 of this Agreement. Such consent will terminate with the termination of this Agreement.

3.14. The Distributor will be responsible for arranging for the calculation of the performance information for the Fund. The Company will be responsible for calculating the performance information for the Contracts. As between the Company and the Distributor, the Distributor will be liable to the Company for any material mistakes it makes in calculating the performance information for the Fund which cause losses to the Company. The Company will be liable to the Distributor for any material mistakes it makes in calculating the performance information for the Contracts that cause losses to

the Distributor. Each party will be liable for any material mistakes it makes in reproducing the performance information for Contracts or the Fund, as appropriate. The Fund and the Distributor agree to provide the Company with performance information for the Fund on a timely basis to enable the Company to calculate performance information for the Contracts in accordance with applicable state and federal law.

ARTICLE IV. POTENTIAL CONFLICTS

4.1. The Fund Board will monitor the Fund for the existence of any irreconcilable material conflict among the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contract owners; (f) a decision by an insurer to disregard the voting instructions of contract owners; or (g) if applicable, a decision by a Qualified Entity to disregard the voting instructions of a person participating in such entity. The Fund Board will promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. A majority of the Fund Board will consist of persons who are not "interested" persons of the Fund.

4.2. The Company will report any potential or existing conflicts of which it is aware to the Fund Board. The Company agrees to assist the Fund Board in carrying out its responsibilities, as delineated in the Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund

Board whenever Contract owner voting instructions are to be disregarded. The Fund Board will record in its minutes, or other appropriate records, all reports received by it and all action with regard to a conflict.

4.3. If it is determined by a majority of the Fund Board, or a majority of its disinterested trustees, that an irreconcilable material conflict exists, the Company and other Participating Insurance Companies will, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (a) withdrawing the assets allocable to some or all of the Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity Contract owners or variable life insurance contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.

4.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions, and such disregard of voting instructions could conflict with the majority of contract owner voting instructions, and the Company's judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice to the Company that this provision is being

implemented. Until the end of such six-month period the Adviser and Fund will, to the extent permitted by law and any exemptive relief previously granted to the Fund, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.

4.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such six-month period the Adviser and Fund will, to the extent permitted by law and any exemptive relief previously granted to the Fund, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.

4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the disinterested members of the Fund Board will determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund or the Adviser be required to establish a new funding medium for the Contracts. The Company will not be required by this Article IV to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict.

4.7. The Company will at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Fund Board.

4.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then: (a) the Fund and/or the Company, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 4.1, 4.2, 4.3, 4.4, and 4.5 of this Agreement will continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

4.9. The Company, or any affiliate, will maintain at its home office, available to the SEC (a) a list of its officers, directors and employees who participate directly in the management or administration of any Accounts and/or (b) a list of its agents who, as registered representatives, offer and sell Contracts.

ARTICLE V. INDEMNIFICATION

5.1. Indemnification By The Company

(a) The Company agrees to indemnify and hold harmless the Fund and each person, if any, who controls or is associated with the Fund within the meaning of such terms under the federal securities laws (but not any Participating Insurance Companies

or Qualified Entities) and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.1) against any and all losses, claims, expenses, damages, liabilities, joint or several (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Fund for use in the registration statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the

foregoing), or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Fund in writing by or on behalf of the Company or persons under its control; or

(3) arise out of or are based on any wrongful conduct of, or violation of applicable federal or state law by, the Company or persons under its control or subject to its authorization or supervision with respect to the purchase of Fund shares or the sale, marketing or distribution of the Contracts; or

(4) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; (including but not limited to a failure, whether unintentional or in good faith or otherwise, to comply with the provisions of Section 2.2 of the Agreement, unless such failure is a result of the Fund's material breach of the Agreement);

(5) arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company or persons under its control or subject to its authorization or supervision;

(6) arise out of any failure by the Company to prevent orders received after the Close of Trading on a Business Day from being aggregated and communicated to the Fund or its agent with orders received before the Close of Trading on that Business Day; or

(7) arise out of any errors within the reasonable control of the Company that result in late transmission of orders to the Fund or its agent;

except to the extent provided in Sections 5.1(b) and 5,3 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.

(b) No party will be entitled to indemnification under Section 5.1(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c) The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

5.2. Indemnification By The Fund and the Distributor

(a) The Fund and Distributor agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, expenses, damages, liabilities, joint or several (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(1) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or other information on the Fund or Distributor provided in writing to the Company (or any amendment or supplement to any of the foregoing), or arise out of or are based on the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund or Distributor in writing by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(2) arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in the Contract registration statement, prospectus or statement of additional information or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Fund, the Distributor or persons under their control; or

(3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Fund, the Distributor or persons under their control or subject to their authorization with respect to the sale of Fund shares; or

(4) arise as a result of any failure by the Fund, the Distributor or persons under its control or subject to its authorization to provide the services and furnish the materials under the terms of this Agreement including, but not limited to, a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in
Section 2.5 of this Agreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund, and will be limited to (i) reasonable administrative costs necessary to correct such error, provided that the Fund and Distributor have approved such costs and the method in which the error is to be corrected, which approval will not be unreasonably withheld, and (ii) amounts which the Company has paid out of its own resources to make Contract owners whole as a result of such error; or

(5) arise out of or result from any material breach of any representation and/or warranty made by the Fund or the Distributor in this Agreement, or arise out of or result from any other material breach of this Agreement by the Fund, the Distributor or persons under their respective control or subject to their authorization or supervision;

except to the extent provided in Sections 5.2(b) and 5.3 hereof.

(b) No party will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c) The Indemnified Parties will promptly notify the Fund and Distributor of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

5.3. Indemnification Procedure

Any person obligated to provide indemnification under this Article V ("Indemnifying Party" for the purpose of this Section 5.3) will not be liable under the indemnification provisions of this Article V with respect to any claim made against a party entitled to indemnification under this Article V ("Indemnified Party" for the purpose of this Section 5.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article V, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently

incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article V. The indemnification provisions contained in this Article V will survive any termination of this Agreement.

5.4. Limitation of Liability

Except as expressly stated herein, as between the parties, in no event will any party to this Agreement be responsible to any other party for any incidental, indirect, consequential, punitive or exemplary damages of any kind arising from this Agreement, including without limitation, lost revenues, loss of profits or loss of business.

5.5. Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Title 9 of the U.S. Code. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The number of arbitrators will be three, one of whom will be appointed by the Company or an affiliate; one of whom will be appointed by the Fund

and/or the Adviser or an affiliate; and the third of whom will be selected by mutual agreement, if possible, within 30 days of the selection of the second arbitrator and thereafter by the administering authority. The place of arbitration will be agreed to by the parties. The arbitrators will have no authority to award punitive damages or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. Any party may make an application to the arbitrators seeking injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. Any party may apply to any court having jurisdiction hereof and seek injunctive relief in order to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. The arbitrators will issue their decision in writing and each party will bear its own costs unless determined otherwise by the arbitrators.

ARTICLE VI. APPLICABLE LAW

6.1. This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Massachusetts.

6.2. This Agreement will be subject to the provisions of the 1933 Act, the Securities Exchange Act of 1934 and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Exemptive Order) and the terms hereof will be interpreted and construed in accordance therewith.

ARTICLE VII. TERMINATION

7.1. This Agreement will terminate:

(a) at the option of any party, with or without cause, with respect to some or all of the Portfolios, upon sixty (60) days' advance written notice to the other party or, if the Company is required to obtain exemptive relief from the SEC to effect a substitution of some or all of the Portfolios, such later date as such exemptive order is received by the Company, unless otherwise agreed to in writing by the parties;

(b) upon 30 days' notice by the Company to the Fund if shares of the Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company, and the Fund, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Fund shares to meet the requirements of the Contracts within five days after receipt thereof; or

(c) at the option of the Company, upon receipt of the Company's written notice by the Fund, with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company; or

(d) upon 30 days' notice by the Fund to the Company upon institution of formal proceedings against the Company by the NASD, the SEC, the insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company's ability to perform its obligations under this Agreement; or

(e) upon 30 days' notice by the Company to the Fund, upon institution of formal proceedings against the Fund or the Adviser by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, regarding the Fund's or the Adviser's duties under this Agreement or related to the sale of Fund shares or the administration of the Fund, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund's ability to perform its obligations under this Agreement; or

(f) upon 30 days' notice by the Company if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes, based on an opinion of counsel reasonably satisfactory to the Fund, that the Fund may fail to so qualify and the Fund, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; or

(g) upon 30 days' notice by the Company to the Fund if the Fund fails to meet the diversification requirements specified in Article II hereof and the Fund fails to provide reasonable assurance that it will take action to cure or correct such failure; or

(h) upon 30 days' written notice by one party to another upon the other party's material breach of any provision of this Agreement; or

(i) upon 60 days' written notice by the Company, if the Company determines in its sole judgment exercised in good faith, that the Fund has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company; or

(j) upon 60 days' written notice by the Fund to the Company, if the Fund determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund; or

(k) at the option of the Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. The Company will give sixty (60) days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares; or

(l) at the option of the Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (i) all contract owners of variable insurance products of all separate accounts; or (ii) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article IV of this Agreement; or

(m) at the option of the Fund in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law. Termination will be effective immediately upon such occurrence without notice.

(n) upon 30 day's notice by the Fund to the Company if the Contracts cease to qualify as annuity or life insurance contracts under the Internal Revenue Code, or the Fund reasonably and in good faith believes, based on an opinion of counsel reasonably satisfactory to the Company, that the Contracts may fail to so qualify.

7.2. Notwithstanding any termination of this Agreement, the Fund and the Adviser will, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Portfolios (as in effect on such date), redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 7.2 will not apply to any terminations under Article IV and the effect of such Article IV terminations will be governed by Article IV of this Agreement.

7.3. The provisions of Article V will survive the termination of this Agreement and as long as shares of the Fund are held under Existing Contracts in accordance with Section 7.2, the provisions of this Agreement will survive the termination of this Agreement with respect to those Existing Contracts.

ARTICLE VIII. NOTICES

Any notice will be deemed duly given when sent by registered or certified mail (or other method agreed to by the parties) to each other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.

If to SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.):
One Sun Life Executive Park
Wellesley Hills, MA 02481

ATTN: Jeff Rossbach

With a copy to:
Scott Davis
ATTN: General Counsel's Office

If to SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
One Sun Life Executive Park
Wellesley Hills, MA 02481

ATTN: Jeff Rossbach

With a copy to:
Scott Davis
ATTN: General Counsel's Office

If to the Fund or the Adviser:

Columbia Funds Distributor, Inc.

One Financial Center
Boston, MA 02111
Attn: Co-President

With a copy to: Counsel/Columbia Funds Distributor, Inc. One Financial Center Boston, MA 02111

ARTICLE IX. MISCELLANEOUS

9.1. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the directors, trustees, officers, partners, employees, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

9.2. Notwithstanding anything to the contrary contained in this Agreement, in addition to and not in lieu of other provisions in this Agreement:

(a) "Confidential Information" includes but is not limited to all proprietary and confidential information of the Company and its subsidiaries, affiliates and licensees (collectively the "Protected Parties" for purposes of this Section 9.2), including without limitation all information regarding the customers of the Protected Parties; or the accounts, account numbers, names, addresses, social security numbers or any other personal identifier of such customers; or any information derived therefrom.

(b) Neither the Fund nor the Adviser may use or disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to Fund and/or Adviser as set forth in the Agreement; and the Fund and the Adviser agree to cause all their employees, agents and representatives, or any other party to whom the Fund and/or the Adviser may provide access to or disclose Confidential Information to limit the use and disclosure of Confidential Information to that purpose.

(c) The Fund and the Adviser acknowledge that all computer programs and procedures or other information developed or used by the Protected Parties or any of their employees or agents in connection with the Company's performance of its duties under this Agreement are the valuable property of the Protected Parties.

(d) The Fund and the Adviser agree to implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to any customer of the Protected Parties; the Fund and the Adviser

further agree to cause all their agents, representatives or subcontractors of, or any other party to whom the Fund and/or the Adviser may provide access to or disclose Confidential Information to implement appropriate measures designed to meet the objectives set forth in this Section 9.2.

(e) The Fund and the Adviser acknowledge that any breach of the agreements in this Section 9.2 would result in immediate and irreparable harm to the Protected Parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the Protected Parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

9.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

9.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

9.5. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

9.6. This Agreement will not be assigned by any party hereto without the prior written consent of all the parties.

9.7. Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

9.8. Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

9.9. The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Portfolios of the Fund or other applicable terms of this Agreement.

9.10. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund by officers of the Fund as officers and not individually and that the obligations of or arising out of this instrument are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets of and property of the Fund or the Portfolios, as series of the Fund.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date specified above.

WANGER ADVISORS TRUST                    COLUMBIA FUNDS DISTRIBUTOR, INC.
By: /s/ Bruce H. Lauer                   By: /s/ Donald E. Froude
    --------------------------------         -----------------------------------
Name: Bruce H. Lauer                     Name: Donald E. Froude
Title: Treasurer                         Title: Treasurer

SUN LIFE ASSURANCE COMPANY OF            SUN LIFE INSURANCE AND ANNUITY
CANADA (U.S.)                            COMPANY OF NEW YORK
For the President                        For the President
By: /s/ Mary M. Fay                      By: /s/ Mary M. Fay
    --------------------------------         -----------------------------------
Name: Mary M. Fay                        Name: Mary M. Fay
Title: Vice President                    Title: Vice President

For the Secretary                        For the Secretary
By: /s/ Susan Lazzo                      By: /s/ Susan Lazzo
    --------------------------------         -----------------------------------
Name: Susan Lazzo                        Name: Susan Lazzo
Title: Senior Counsel                    Title: Senior Counsel

SCHEDULE 1

PARTICIPATION AGREEMENT

By and Among

WANGER ADVISORS TRUST

And

COLUMBIA FUNDS DISTRIBUTOR, INC.

And

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

And

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

The following Accounts of LIFE INSURANCE COMPANY are permitted in accordance with the provisions of this Agreement to invest in Portfolios of the Fund shown in Schedule 2:

Sun Life of Canada (U.S.) Separate Account F Sun Life (N.Y.) Separate Account C

SCHEDULE 2

PARTICIPATION AGREEMENT

By and Among

WANGER ADVISORS TRUST

And

COLUMBIA FUNDS DISTRIBUTION, INC.

And

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

And

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

The Accounts shown on Schedule 1 may invest in the following Portfolios:

Wanger Select Fund
Wanger US Smaller Companies Fund

SCHEDULE 3

PARTICIPATION AGREEMENT

By and Among

WANGER ADVISORS TRUST

And

COLUMBIA FUNDS DISTRIBUTOR, INC.

And

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

And

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

The following investment restrictions apply to the Fund's investment policies:

WANGER SELECT FUND

Investment Restrictions

Excerpts from the Prospectus and Statement of Additional Information dated May 1, 2004

Prospectus - Wanger Select Fund

INVESTMENT GOAL-WANGER SELECT
Wanger Select seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGY
Wanger Select invests primarily in the stocks of medium- to larger-size U.S. companies. Wanger Select is a non-diversified fund that takes advantage of its adviser's research and stock-picking capabilities to invest in a limited number of companies (between 20-40) with market capitalizations under $15 billion at the time of investment, offering the potential to provide above-average growth over time. Wanger Select believes that companies within this capitalization range, which are not as well known by financial analysts, may offer higher return potential than the stocks of companies with capitalizations above $15 billion.

Wanger Select typically looks for companies with:

o A strong business franchise that offers growth potential.
o Products and services that give the company a competitive advantage.
o A stock price that the Fund's adviser believes is reasonable relative to the assets and earning power of the company.

The portfolio manager may sell a portfolio holding if the security reaches the portfolio manager's price target or if the company has a deterioration of fundamentals such as failing to meet key operating benchmarks. The portfolio manager may also sell a portfolio holding to fund redemptions.

TEMPORARY DEFENSIVE POSITIONS

At times, CWAM may determine that adverse market conditions make it desirable to temporarily suspend the Fund's normal investment activities. During such times, the Fund may, but is not required to, invest in cash or high-quality, short-term debt securities, without limit. Taking a temporary defensive position may prevent the Fund from achieving its investment goal.

HEDGING STRATEGIES

The Fund may enter into a number of hedging strategies, including those that employ futures and options, to gain or reduce exposure to particular securities or markets. These strategies, commonly referred to as derivatives, involve the use of financial instruments whose values depend on, or are derived from, the value of an underlying security, index or currency. The Fund may use these strategies to adjust the Fund's sensitivity to changes in interest rates or for other hedging purposes (i.e. attempting to offset a potential loss in one position by establishing an interest in an opposite position). Derivative strategies involve the risk that they may exaggerate a loss, potentially losing more money than the actual cost of the underlying security, or limit a potential gain. Also, with some derivative strategies there is the risk that the other party to the transaction may fail to honor its contract terms, causing a loss to the Fund.

PORTFOLIO TURNOVER

The Fund does not have limits on portfolio turnover. Turnover may vary significantly from year to year. CWAM does not expect the Fund's turnover to exceed 125% under normal conditions. Portfolio turnover increases transaction expenses, which reduce the Fund's return.

Statement of Additional Information - Wanger Select Fund

Wanger Select operates under the investment restrictions listed below. Restrictions numbered 1 through 11 are fundamental policies which may not be changed for a Fund without approval of a majority of the outstanding voting shares of a Fund, defined as the lesser of the vote of (a) 67% of the shares of a Fund at a meeting where more than 50% of the outstanding shares are present in person or by proxy or (b) more than 50% of the outstanding shares of a Fund. Other restrictions are not fundamental policies and may be changed with respect to a Fund by the Trustees without shareholder approval.

S-3A

Wanger Select may not:

1. Acquire securities of any one issuer, which at the time of investment (a) represent more than 10% of the voting securities of the issuer or (b) have a value greater than 10% of the value of the outstanding securities of the issuer;

2. With respect to 50% of its total assets, purchase the securities of any issuer (other than cash items and U.S. government securities and securities of other investment companies) if such purchase would cause the Fund's holdings of that issuer to exceed more than 5% of the Fund's total assets;

3. Invest more than 25% of its total assets in a single issuer (other than U.S. government securities);

4. Invest more than 25% of its total assets in the securities of companies in a single industry (excluding U.S. government securities);

5. Make loans, but this restriction shall not prevent the Fund from (a) investing in debt securities, (b) investing in repurchase agreements, or (c) lending its portfolio securities, provided that it may not lend securities if, as a result, the aggregate value of all securities loaned would exceed 33% of its total assets (taken at market value at the time of such loan);

6. Borrow money except (a) from banks for temporary or emergency purposes in amounts not exceeding 33% of the value of the Fund's total assets at the time of borrowing, and (b) in connection with transactions in options, futures, and options on futures;

7. Underwrite the distribution of securities of other issuers; however, the Fund may acquire "restricted" securities which, in the event of a resale, might be required to be registered under the Securities Act of 1933 on the ground that the Fund could be regarded as an underwriter as defined by that act with respect to such resale;

8. Purchase and sell real estate or interests in real estate, although it may invest in marketable securities of enterprises which invest in real estate or interests in real estate;

9. Purchase and sell commodities or commodity contracts, except that it may enter into (a) futures and options on futures and (b) foreign currency contracts;

10. Make margin purchases of securities, except for use of such short-term credits as are needed for clearance of transactions and except in connection with transactions in options, futures, and options on futures;

11. Issue any senior security except to the extent permitted under the Investment Company Act of 1940.

Wanger Select is also subject to the following restrictions and policies, which are not fundamental and may be changed by the Trustees without shareholder approval. Wanger Select may not:

(a) Invest in companies for the purpose of management or the exercise of control;

(b) Acquire securities of other registered investment companies except in compliance with the Investment Company Act of 1940;

(c) Invest more than 15% of its net assets (valued at time of investment) in illiquid securities, including repurchase agreements maturing in more than seven days;

S-3B

(d) Pledge, mortgage or hypothecate its assets, except as may be necessary in connection with permitted borrowings or in connection with short sales, options, futures, and options on futures;

(e) Make short sales of securities unless the Fund owns at least an equal amount of such securities, or owns securities that are convertible or exchangeable, without payment of further consideration, into at least an equal amount of such securities;

(f) Invest more than 15% of its total assets in the securities of foreign issuers.

Notwithstanding the foregoing investment restrictions, the Fund may purchase securities pursuant to the exercise of subscription rights, provided that such purchase will not result in the Fund's ceasing to be a diversified investment company. Japanese and European corporations frequently issue additional capital stock by means of subscription rights offerings to existing shareholders at a price substantially below the market price of the shares. The failure to exercise such rights would result in a Fund's interest in the issuing company being diluted. The market for such rights is not well developed in all cases and, accordingly, the Fund may not always realize full value on the sale of rights. The exception applies in cases where the limits set forth in the investment restrictions would otherwise be exceeded by exercising rights or would have already been exceeded as a result of fluctuations in the market value of the Fund's portfolio securities with the result that the Fund would be forced either to sell securities at a time when it might not otherwise have done so, or to forego exercising the rights.

The Fund is also subject to the following additional restrictions and policies under certain applicable insurance laws pertaining to variable annuity contract separate accounts. These policies and restrictions are not fundamental and may be changed by the Trustees without shareholder approval:

(a) The Fund will be invested in a minimum of five different foreign countries at all times, except that this minimum is reduced to four when foreign country investments comprise less than 80% of the value of the Fund's net assets; to three when less than 60% of such value; to two when less than 40%; and to one when less than 20%.

(b) The Fund will have no more than 20% of its net assets invested in securities of issuers located in any one country; except that a Fund may have an additional 15% of its net assets invested in securities of issuers located in any one of the following countries: Australia; Canada; France; Japan; the United Kingdom; or Germany.

(c) The Fund may not acquire the securities of any issuer if, as a result of such investment, more than 10% of the Fund's total assets would be invested in the securities of any one issuer, except that this restriction shall not apply to U.S. Government securities or foreign government securities; and the Fund will not invest in a security if, as a result of such investment, it would hold more than 10% of the outstanding voting securities of any one issuer.

(d) The Fund may borrow no more than 10% of the value of its net assets when borrowing for any general purpose and 25% of net assets when borrowing as a temporary measure to facilitate redemptions.

S-3C

If a percentage limit with respect to any of the foregoing fundamental and non-fundamental policies is satisfied at the time of investment or borrowing, a later increase or decrease in a Fund's assets will not constitute a violation of the limit.

WANGER U.S. SMALLER COMPANIES FUND

Investment Restrictions

Excerpts from the Prospectus and Statement of Additional Information dated May 1, 2004

Prospectus- Wanger U.S. Smaller Companies Fund

INVESTMENT GOAL-WANGER U.S. SMALLER COMPANIES
Wanger U.S. Smaller Companies seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGY

The Fund invests primarily in the stocks of small- and medium-size U.S. companies. Wanger U.S. Smaller Companies generally invests in stocks of companies with market capitalizations of less than $5 billion at the time of purchase. As long as a stock continues to meet the Fund's other investment criteria, the Fund may choose to hold the stock even if it grows beyond an arbitrary capitalization limit. Wanger U.S. Smaller Companies believes that these smaller companies, which are not as well known by financial analysts, may offer higher return potential than the stocks of larger companies. Wanger U.S. Smaller Companies typically looks for companies with:

o A strong business franchise that offers growth potential.
o Products and services that give the company a competitive advantage.
o A stock price that the Fund's adviser believes is reasonable relative to the assets and earning power of the company.

Under normal circumstances, Wanger U.S. Smaller Companies invests at least 80% of its net assets (plus any borrowings for investment purposes), at market value at the time of investment, in companies with total stock market capitalizations of $5 billion or less. Likewise, under normal market conditions, Wanger U.S. Smaller Companies invests at least 80% of its net assets (plus any borrowings for investment purposes) in domestic securities. The portfolio manager may sell a portfolio holding if the security reaches the portfolio manager's price target or if the company has a deterioration of fundamentals such as failing to meet key operating benchmarks. The portfolio manager may also sell a portfolio holding to fund redemptions.

S-3D

TEMPORARY DEFENSIVE POSITIONS

At times, CWAM may determine that adverse market conditions make it desirable to temporarily suspend the Fund's normal investment activities. During such times, the Fund may, but is not required to, invest in cash or high-quality, short-term debt securities, without limit. Taking a temporary defensive position may prevent the Fund from achieving its investment goal.

HEDGING STRATEGIES

The Fund may enter into a number of hedging strategies, including those that employ futures and options, to gain or reduce exposure to particular securities or markets. These strategies, commonly referred to as derivatives, involve the use of financial instruments whose values depend on, or are derived from, the value of an underlying security, index or currency. The Fund may use these strategies to adjust the Fund's sensitivity to changes in interest rates or for other hedging purposes (i.e. attempting to offset a potential loss in one position by establishing an interest in an opposite position). Derivative strategies involve the risk that they may exaggerate a loss, potentially losing more money than the actual cost of the underlying security, or limit a potential gain. Also, with some derivative strategies there is the risk that the other party to the transaction may fail to honor its contract terms, causing a loss to the Fund.

PORTFOLIO TURNOVER

The Fund does not have limits on portfolio turnover. Turnover may vary significantly from year to year. CWAM does not expect the Fund's turnover to exceed 65% under normal conditions. Portfolio turnover increases transaction expenses, which reduce the Fund's return.

Statement of Additional Information - Wanger U.S. Smaller Companies Fund

INVESTMENT RESTRICTIONS

U.S. Smaller Companies operates under the investment restrictions listed below.

Restrictions numbered I through 10 are fundamental policies which may not be changed for a Fund without approval of a majority of the outstanding voting shares of a Fund, defined as the lesser of the vote of (a) 67% of the shares of a Fund at a meeting where more than 50% of the outstanding shares are present in person or by proxy or (b) more than 50% of the outstanding shares of a Fund. Other restrictions are not fundamental policies and may be changed with respect to a Fund by the Trustees without shareholder approval.

U.S. Smaller Companies may not:

1. With respect to 75% of the value of the Fund's total assets, invest more than 5% of its total assets (valued at the time of investment) in securities of a single issuer, except securities issued or guaranteed by the government of the U.S., or any of its agencies or instrumentalities;

2. Acquire securities of any one issuer that at the time of investment (a) represent more than 10% of the voting securities of the issuer or (b) have a value greater than 10% of the value of the outstanding securities of the issuer;

S-3E

3. Invest more than 25% of its assets (valued at the time of investment) in securities of companies in any one industry;

4. Make loans, but this restriction shall not prevent the Fund from (a) buying a part of an issue of bonds, debentures, or other obligations that are publicly distributed, or from investing up to an aggregate of 15% of its total assets (taken at market value at the time of each purchase) in parts of issues of bonds, debentures or other obligations of a type privately placed with financial institutions, (b) investing in repurchase agreements, or (c) lending portfolio securities, provided that it may not lend securities if, as a result, the aggregate value of all securities loaned would exceed 33% of its total assets (taken at market value at the time of such loan); [Note: The Fund has no present intention of lending its portfolio securities.]

5. Borrow money except (a) from banks for temporary or emergency purposes in amounts not exceeding 33% of the value of the Fund's total assets at the time of borrowing, and (b) in connection with transactions in options, futures and options on futures; [State insurance laws currently restrict a Fund's borrowings to facilitate redemptions to no more than 25% of the Fund's net assets.]

6. Underwrite the distribution of securities of other issuers; however, the Fund may acquire "restricted" securities which, in the event of a resale, might be required to be registered under the Securities Act of 1933 on the ground that the Fund could be regarded as an underwriter as defined by that act with respect to such resale; but the Fund will limit its total investment in restricted securities and in other securities for which there is no ready market, including repurchase agreements maturing in more than seven days, to not more than 15% of its net assets at the time of acquisition;

7. Purchase and sell real estate or interests in real estate, although it may invest in marketable securities of enterprises which invest in real estate or interests in real estate;

8. Purchase and sell commodities or commodity contracts, except that it may enter into (a) futures and options on futures and (b) forward contracts;

9. Make margin purchases of securities, except for use of such short-term credits as are needed for clearance of transactions and except in connection with transactions in options, futures and options on futures;

10. Issue any senior security except to the extent permitted under the Investment Company Act of 1940.

U.S. Smaller Companies is also subject to the following restrictions and policies, which are not fundamental and may be changed by the Trustees without shareholder approval. U.S. Smaller Companies may not:

S-3F

(a) under normal circumstances, invest less than 80% of its net assets (plus any borrowings for investment purposes), at market value at the time of investment, in companies with total stock market capitalizations of $5 billion or less. U.S. Smaller Companies will notify shareholders at least 60 days prior to any change in its 80% policy;

(b) under normal circumstances, invest less than 80% of its net assets (plus any borrowings for investment purposes) in domestic securities. U.S. Smaller Companies will notify shareholders at least 60 days prior to any change in its 80% policy;

(c) Invest in companies for the purpose of management or the exercise of control;

(d) Acquire securities of other registered investment companies except in compliance with the Investment Company Act of 1940 and applicable state law;

(e) Pledge, mortgage or hypothecate its assets, except as may be necessary in connection with permitted borrowings or in connection with short sales, options, futures and options on futures;

(f) Sell securities short or maintain a short position.

Notwithstanding the foregoing investment restrictions, the Fund may purchase securities pursuant to the exercise of subscription rights, provided that such purchase will not result in the Fund's ceasing to be a diversified investment company. Japanese and European corporations frequently issue additional capital stock by means of subscription rights offerings to existing shareholders at a price substantially below the market price of the shares. The failure to exercise such rights would result in a Fund's interest in the issuing company being diluted. The market for such rights is not well developed in all cases and, accordingly, the Fund may not always realize full value on the sale of rights. The exception applies in cases where the limits set forth in the investment restrictions would otherwise be exceeded by exercising rights or would have already been exceeded as a result of fluctuations in the market value of the Fund's portfolio securities with the result that the Fund would be forced either to sell securities at a time when it might not otherwise have done so, or to forego exercising the rights.

The Fund is also subject to the following additional restrictions and policies under certain applicable insurance laws pertaining to variable annuity contract separate accounts. These policies and restrictions are not fundamental and may be changed by the Trustees without shareholder approval:

(a) The Fund will be invested in a minimum of five different foreign countries at all times, except that this minimum is reduced to four when foreign country investments comprise less than 80% of the value of the Fund's net assets; to three when less than 60% of such value; to two when less than 40%; and to one when less than 20%.

S-3G

(b) The Fund will have no more than 20% of its net assets invested in securities of issuers located in any one country; except that a Fund may have an additional 15% of its net assets invested in securities of issuers located in any one of the following countries: Australia; Canada; France; Japan; the United Kingdom; or Germany.

(c) The Fund may not acquire the securities of any issuer if, as a result of such investment, more than 10% of the Fund's total assets would be invested in the securities of any one issuer, except that this restriction shall not apply to U.S. Government securities or foreign government securities; and the Fund will not invest in a security if, as a result of such investment, it would hold more than 10% of the outstanding voting securities of any one issuer.

(d) The Fund may borrow no more than 10% of the value of its net assets when borrowing for any general purpose and 25% of net assets when borrowing as a temporary measure to facilitate redemptions.

If a percentage limit with respect to any of the foregoing fundamental and non-fundamental policies is satisfied at the time of investment or borrowing, a later increase or decrease in a Fund's assets will not constitute a violation of the limit.

February 18, 2005

As counsel for Wanger Advisors Trust (the "Registrant"), we consent to the incorporation by reference of our opinion for the Registrant's series designated Wanger U.S. Smaller Companies (formerly named Wanger U.S. Small Cap) and Wanger International Small Cap dated April 27, 1998, filed with the Registrant's registration statement on Form N-1A on April 29, 1998, and our opinion for the Registrant's series designated Wanger Select (formerly named Wanger Twenty) and Wanger International Select (formerly named Wanger Foreign Forty) dated September 30, 1998, filed with the Registrant's registration statement on Form N-1A on September 30, 1998 (Securities Act file no. 33-83548).

In giving this consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Bell, Boyd & Lloyd LLC

COLUMBIA WANGER ASSET MANAGEMENT, L.P.
COLUMBIA ACORN TRUST
WANGER ADVISORS TRUST

CODE OF ETHICS

EFFECTIVE FEBRUARY 1, 2005

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.       Prohibition on 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 CWAM 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 ProfitTrading 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

COLUMBIA WANGER ASSET MANAGEMENT, L.P.

CODE OF ETHICS
Effective February 1, 2005

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 that are permitted access to confidential CWAM information or data at CWAM.

o The Code is intended to satisfy the requirements of Rule 204A-1 under the Investment Advisers Act of 1940.

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 and transactions, so they can be reviewed for conflicts with the investment activities of CWAM CLIENT ACCOUNTS (Part III) and compliance with this Code.

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        Hardship 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) 634-9231.

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 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 "CWAM" refers to Columbia Wanger Asset Management, L.P.

o "CWAM CODE OF ETHICS COMMITTEE" consists of the CWAM COO, the CWAM CCO and the CWAM CIO. The FUND CCO shall participate as a non-voting member of this Committee.

o "CONTROL" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940.

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.

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 "EMPLOYEE" means any employee of CWAM who receives official notice of coverage under this Code of Ethics from CWAM COMPLIANCE.

o "EXCLUDED FUND" is an OPEN-END MUTUAL FUND that is designed to permit short term trading. Examples include mutual funds that expressly authorize or do not restrict short-term trading, including money market funds and certain short-term fixed income funds such as the Nations Short-Term Income Fund, Nations Short-Term Municipal Fund and Columbia Short Term Bond Fund.

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
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 "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.

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. 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 done in a prudent manner.

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. SEC mandated provisions of the Code cannot and will not be waived at any time.

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 should read and be familiar 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

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. NONPUBLIC INFORMATION

SUPERVISED PERSONS are prohibited from any misuse (including inappropriate disclosure) of material nonpublic information, regarding portfolio holdings, transactions and/or recommendations of any CWAM CLIENT ACCOUNT. Incorporated in this Code are the provisions of the Funds' Portfolio Holdings Disclosure Policy in Appendix F.

D. 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 Ken Kalina, CWAM's Chief Compliance Officer, at (312) 634-9231 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.

E. COMPLIANCE WITH FEDERAL SECURITIES LAWS

SUPERVISED PERSONS are required to comply with the FEDERAL SECURITIES LAWS.

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, no such redemption or exchange will be approved unless such investment has been held for at least 60 CALENDAR DAYS.

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.

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: No CWAM EMPLOYEE shall knowingly 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.

C. RESTRICTIONS APPLICABLE TO ALL EMPLOYEES WITH RESPECT TO TRANSACTIONS IN BANK OF AMERICA'S RETIREMENT PLANS

ALL CWAM EMPLOYEES must comply with the following restrictions for Bank of America's retirement plans, including the Bank of America 401(k) (including Fleet Savings Plus Plan), 401(k) Restoration, Pension and Pension Restoration Plans ("BAC Retirement Plans"):

- A participant must wait 14 calendar days after requesting a balance reallocation in a Plan before requesting another balance reallocation in that Plan. A "balance reallocation" is any change to a participant's existing account balance among the Plan's investment choices, including if a participant increases or decreases their contribution percentage. For example, if a participant requests a balance reallocation in a particular Plan on January 1, the earliest that participant could request another balance reallocation in that same Plan would be January 15.

- Transfers out of the investment choices into the Stable Capital Fund (Fleet Stable Asset Fund for Fleet Savings Plus Plan), however, will be allowed on a daily basis while a 14-day restriction is in effect.

In the above example, the participant could transfer all or a portion of an account balance into the Stable Capital Fund (Fleet Stable Asset Fund for Fleet Savings Plus Plan) during the period between January 2 and January 14. However, the participant could not transfer balances out of the Stable Capital Fund until January 15 (once the 14-day restriction has elapsed).

- An exception to the 14-day restriction will apply to participants in the 401(k) Plan eligible to make a company stock diversification transfer from the Bank of America Common Stock Match Fund. Fully vested participants can diversify their company stock matching accounts into any of the other 401(k) investment choices, regardless of their age. Participants who are eligible to diversify may transfer any of those balances to the 401(k) Plan's other investment choices without triggering a 14-day restriction, or while a 14-day restriction is in effect because of a prior balance reallocation. Once the match is diversified, the 14-day balance reallocation restriction will apply.

- Any requested transaction may be changed or revoked on the same day prior to the close of the New York Stock Exchange, which is normally 4
p.m. ET.

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

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.

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. 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 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 CWAM CODE OF ETHICS COMMITTEE, in advance of a trade and will generally be granted only in hardship cases 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 hardship circumstances 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

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 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

1. 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.

2. 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

1. 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;

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.

2. 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 that 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).

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;
o Suspension of employment;
o Termination of employment

See the Sanctions Schedule in Appendix E for details.

Part III

ADMINISTRATION AND
REPORTING REQUIREMENTS
This Section Applies to All Employees

A. NEW CWAM 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, Columbia Funds or Nations 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 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, Columbia Funds or Nations 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.

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, Columbia Funds or Nations 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, EXCLUDING OPEN-END MUTUAL FUNDS. For OPEN-END MUTUAL FUNDS, ACCESS PERSONS are not required to have the mutual fund company send CWAM COMPLIANCE duplicate statements but must report transactions as noted in

Part III C.2 of this Code.

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 either the Columbia Acorn Funds, Wanger Advisors Trust, Columbia Funds or Nations Funds Families of Funds. If the non-proprietary 401(k) plan holdings are in a fund from either the Columbia Acorn Funds, Wanger Advisors Trust, Columbia Funds or Nations Funds Families, the EMPLOYEE must provide a request 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.

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.

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.

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.

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.

Appendix B

CWAM Pre-Clearance Procedures for Personal Transactions in Covered Securities and Open-end Mutual Funds

EFFECTIVE FEBRUARY 1, 2005

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 Linda Roth, Pat Cunningham, Ken Kalina 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 same 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: Pat Cunningham, Ken Kalina 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.

If you have any questions regarding pre-clearance procedures for personal transactions, please contact either Ken Kalina at (312) 634-9231 or Pat Cunningham at (312) 634-9824.

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 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.

Appendix D Hardship Exceptions to the Short-Term Profit Trading Ban

Exceptions to the short-term trading ban on COVERED SECURITIES may be requested in advance to COMPLIANCE, and will generally only be granted in the case of economic hardship, 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.

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 Reports)   2ND OFFENSE**: Written Reprimand and/or Monetary Penalty
within the required time period           3RD OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts
                                          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

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

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

Form A

INITIAL HOLDINGS REPORT
For new Access Persons

Name of ACCESS PERSON: _________________________________________________________

Initial Certification:

I understand that for purposes of the Code I am classified as:

|_| An ACCESS PERSON
|_| An INVESTMENT PERSON

Initial Holdings Report (check ONE of the following two boxes):

|_| Neither I, nor any member of my FAMILY/HOUSEHOLD, have BENEFICIAL
OWNERSHIP of any COVERED SECURITIES.
|_| Attached, as APPENDIX A is a complete list of all COVERED SECURITIES in which I, and/or a member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP on the Reporting Date.

Accounts with Brokers, Dealers and/or Banks (check ONE of the following two boxes):

|_| Neither I, nor any member of my FAMILY/HOUSEHOLD, had, as of the Reporting Date, any accounts with brokers, dealers or banks in which any securities (including securities which are not COVERED SECURITIES) are held, and with respect to which I, or any member of my FAMILY/HOUSEHOLD, has BENEFICIAL OWNERSHIP.
|_| All accounts that I, and/or any member of my FAMILY/HOUSEHOLD, maintain with brokers, dealers or banks in which securities (including securities which are not COVERED SECURITIES) are held, and with respect to which I, and/or a member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP as of the Reporting Date are listed on the next page:

Form A

Institution: _______________________________________________

Name on account: ___________________________________________

Address: ___________________________________________________

City, State, Zip Code: _____________________________________

Account number: ____________________________________________

Is this an Open-End Mutual Funds account only? o Yes No

Institution: _______________________________________________

Name on account: ___________________________________________

Address: ___________________________________________________

City, State, Zip Code: _____________________________________

Account number: ____________________________________________

Is this an Open-End Mutual Funds account only? o Yes No

Institution: _______________________________________________

Name on account: ___________________________________________

Address: ___________________________________________________

City, State, Zip Code: _____________________________________

Account number: ____________________________________________

Is this an Open-End Mutual Funds account only? o Yes No

All information provided in this Form A is true and complete to the best of my knowledge.

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.

Signature: _______________________________ Date: _____________________

--------------------------------------------------------------------------------
Title/Description of                   Number of Shares (or Principal Amount,
Covered Securities                     if not a stock)/ Ticker Symbol or Cusip
                                       (if applicable)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

NOTE: PLEASE USE ADDITIONAL SHEETS AS NEEDED.
YOU MAY ATTACH A COPY OF YOUR LAST STATEMENT(S).

Form B

QUARTERLY PERSONAL SECURITIES
TRANSACTIONS REPORT
For Access and Investment Person

Name: __________________________________________________________________________

Status: |_| ACCESS |_| INVESTMENT For the Quarter Ended: _________________

PLEASE RETURN TO THE COMPLIANCE DEPARTMENT (37TH FLOOR)

YOU MUST REPORT all transactions in which you have any direct or indirect beneficial ownership. "Indirect 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.

EXCLUDE from this 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.

|_| I have no transactions to report for the Quarter:

|_| The only transactions I need to report during the quarter were in my brokerage accounts or mutual funds account statements of which are sent to the CWAM Compliance Dept. and as such, I am not reporting these on this form.

|_| I need to report the following transactions:

Please attach copies of confirmations

(If yes please complete information below)

Institution: _______________________________________________

Name on account: ___________________________________________

Address: ___________________________________________________

City, State, Zip Code: _____________________________________

Date the Account was opened: _______________________________

Account number: ____________________________________________

Signature: _____________________________________ Date: ________________________

Form C

ANNUAL CODE OF ETHICS
CERTIFICATION ANNUAL POLICY
CONCERNING MATERIAL NON-PUBLIC
INFORMATION ANNUAL HOLDINGS REPORT

1. ANNUAL CERTIFICATION OF THE 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 the relevant COMPLIANCE OFFICER all transactions required to be reported under the Code.

Initials: |________|

2. ANNUAL CERTIFICATION OF POLICY & PROCEDURES CONCERNING MATERIAL NON-PUBLIC INFORMATION

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: |________|

3. ACCOUNTS WITH BROKERS, DEALERS AND/OR BANKS IN WHICH ANY SECURITIES (INCLUDING SECURITIES WHICH ARE NOT COVERED SECURITIES, EXAMPLE: MUTUAL FUNDS HELD WITHIN THESE ACCOUNTS) WERE HELD AS OF DECEMBER 31, ______ AND WITH RESPECT TO WHICH YOU, OR A MEMBER OF YOUR FAMILY/HOUSEHOLD, HAD BENEFICIAL OWNERSHIP:

|_| I HAVE NO ACCOUNTS

|_| I HAVE ACCOUNTS (Please List on separate attachment)

Form C

4. ANNUAL HOLDINGS REPORT

Please report all COVERED SECURITIES in which you, and/or any member of your FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP as of December 31, _____.

Name of ACCESS PERSON:     ______________________________

Initials:                  ______________________________

Date:                      ______________________________

5. OTHER EXCEPTIONS

Section D of Part III of the Code exempts certain accounts or plans from the reporting requirements of the Code. Below is a listing of all these types of accounts that have been exempted by this section of the Code. These accounts include:

a) Non-proprietary 401(k) plans in which I have a beneficial interest (exclusive of the Columbia Acorn Funds, Wanger Advisors Trust, Columbia Funds or Nation Funds),

b) Investment accounts in which I have a beneficial interest, but no investment discretion, influence or control, and

c) 529 Plans I participate in

------------------------------------------------------------------------------------------------------------------------------------
                                 SECTION I: REQUIRED -- Complete or check ALL of these required fields.
------------------------------------------------------------------------------------------------------------------------------------
   NAME                                                                                                              DATE
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                          SECTION II: IPO. Hedae 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            OTHER RELEVANT INFORMATION & ATTACH DOCUMENTATION:
REQUESTED TRANSACTION?

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                        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               EXPLAIN HOW TRADES ARE MADE:
& DECISIONS MADE:

------------------------------------------------------------------------------------------------------------------------------------
WHAT IS YOUR ROLE IN THE CLUB?                  OTHER RELEVANT INFORMATION & ATTACH DOCUMENTATION:

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                               SECTION V: Officer/Diretor 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
------------------------------------------------------------------------------------------------------------------------------------
o        PERMISSION TO GRANT APPROVAL TO THE CODE REQUIREMENT:

   __________  YES         __________  NO            EFFECTIVE DATE:  _____________________________

------------------------------------------------------------------------------------------------------------------------------------

o        CMG COMPLIANCE RISK MANAGEMENT

------------------------------------------------------------------------------------------------------------------------------------

By:  _______________________________________

------------------------------------------------------------------------------------------------------------------------------------

Date Compliance Received:          __________

Compliance Officer Handling:       __________

Date Compliance Responded:         __________

Date Associate Notified:           __________

Method of Reporting to Associate:  __________

Multi-Approval Form 1.1.05

WANGER ADVISORS TRUST

CODE OF ETHICS
FOR
NON-INTERESTED BOARD MEMBERS

(ADOPTED EFFECTIVE JUNE 15, 1996; AMENDED EFFECTIVE JUNE 8, 1999,
SEPTEMBER 29, 2000, JUNE 5, 2001 AND DECEMBER 28, 2003)

The Investment Company Act and rules require that Wanger Advisors Trust ("WAT" or the "Fund") establish standards and procedures for the detection and prevention of certain conflicts of interest, including activities by which persons having knowledge of the investments and investment intentions of WAT might take advantage of that knowledge for their own benefit. For that purpose, WAT has adopted this Code of Ethics (the "Code") applicable to those members of WAT's board of trustees who are not affiliated with WAT or Columbia Wanger Asset Management, L.P. ("Columbia WAM"), WAT's investment adviser.

Any questions about the Code or about the applicability of the Code to a personal securities transaction should be directed to Columbia WAM's designated compliance officer or chief operating officer, or counsel for the Fund.

I. STATEMENT OF PRINCIPLE

GENERAL PROHIBITIONS. The Investment Company Act and rules make it illegal for any person covered by the Code, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by the Fund to:

a. employ any device, scheme, or artifice to defraud the Funds;

b. make to the Funds any untrue statement of a material fact or omit to state to the Funds a material fact necessary in order to make the statements made, in light of circumstances under which they are made, not misleading;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Funds; or

d. engage in any manipulative practice with respect to the Funds.

PERSONAL SECURITIES TRANSACTIONS. The Code regulates personal securities transactions as a part of the effort by the Fund to detect and prevent conduct that might violate the general prohibitions outlined above. A personal securities transaction is a transaction in a SECURITY in which the person subject to this Code has a BENEFICIAL INTEREST.

SECURITY is interpreted very broadly for this purpose, and includes any right to acquire any security (an option or warrant, for example).

You have a BENEFICIAL INTEREST in a security in which you have, directly or indirectly, the opportunity to profit or share in any profit derived from a transaction in the security, or in which you have an indirect interest, including beneficial ownership by your spouse or minor children or other dependents living in your household, or your share of securities held by a partnership of which you are a general partner. Technically, the rules under section 16 of the Securities Exchange Act of 1934 will be applied to determine if you have a beneficial interest in a security (even if the security would not be within the scope of section 16). Examples of beneficial interest and a copy of Rule 16a-1(a), defining beneficial ownership, are attached as Appendix A.

In any situation where the potential for conflict exists, transactions for the Fund must take precedence over any personal transaction. The Fund's non-interested trustees owe a duty to the Fund and its shareholders to conduct their personal securities transactions in a manner which does not interfere with the portfolio transactions of the Fund, take inappropriate advantage of their relationship with the Fund, or create any actual or potential conflict of interest between their interests and the interests of the Fund and its shareholders.

Situations not specifically governed by this Code of Ethics will be resolved in light of this general principle.

II. TO WHOM THE CODE'S RESTRICTIONS APPLY

The Code applies to the Fund's outside board members -- those members of the board of WAT who are not affiliated with Columbia WAM, are not officers or 5% shareholders of WAT, and are not otherwise "interested persons" of Columbia WAM. The outside board members subject to the Code are listed on Schedule A hereto.

III. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS

A. NO TRANSACTIONS WITH THE FUNDS. No outside board member shall knowingly sell to or purchase from the Fund any security or other property, except securities issued by the Fund.

B. NO CONFLICTING TRANSACTIONS. No outside board member shall purchase or sell any security in which such person has or would thereby acquire a beneficial interest which the person knows or has reason to believe is being purchased or sold or considered for purchase or sale by the Fund, until the Fund's transactions have been completed or consideration of such transactions has been abandoned.

IV. COMPLIANCE PROCEDURES

A. REPORTING PERSONAL SECURITIES TRANSACTIONS.

1. An outside board member shall report to Columbia WAM's compliance officer, within ten days after the end of the calendar quarter in which a reportable transaction occurs, any personal securities transaction in which the outside board member, at the time of the transaction, knew, or in the ordinary course of fulfilling his duties as a trustee should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that security was made by or considered for the Fund.

B. FORM OF REPORTS. Reports of personal securities transactions may be in any form (including copies of confirmations or monthly statements) but must include (i) the date of the transaction, the title and number of shares, and the principal amount of each security involved; (ii) the nature of the transaction (i.e., purchase, sale, gift, or other type of acquisition or disposition); (iii) the price at which the transaction was effected; (iv) the name of the broker, dealer, or bank with or through whom the transaction was effected; and (v) the name of the reporting person.

C. MONITORING OF TRANSACTIONS. Columbia WAM's compliance officer will review the reports of personal securities transactions of the Fund's outside board members.

D. CERTIFICATION OF COMPLIANCE. Each outside board member is required to certify annually that he or she has read and understands the Code and recognizes that he or she is subject to the Code. To accomplish this, the Secretary of the Fund shall annually distribute a copy of the Code and request certification.

E. REVIEW BY THE FUND'S BOARD. The officers of the Fund shall prepare an annual report to the board that:

1. summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;

2. identifies any violations of the Code requiring significant remedial action during the past year; and

3. identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

V. EXEMPT TRANSACTIONS

The provisions of this Code are intended to restrict the personal investment activities of persons subject to the Code only to the extent necessary to accomplish the purposes of the Code. Therefore, the provisions of
Section III (Restrictions on Personal Securities Transactions) and Section IV (Compliance Procedures) of this Code shall not apply to:

A. Purchases or sales effected in any account over which the persons subject to this Code have no direct or indirect influence or control;

B. Purchases or sales of:

1. U.S. government securities;

2. shares of open-end investment companies (mutual funds), including but not limited to shares of any series of WAT or Acorn; and

3. bank certificates of deposit or commercial paper.

C. Purchases or sales over which neither the person subject to this Code nor the Fund has control;

D. Purchases that are part of an automatic dividend reinvestment plan;

E. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

F. Purchases or sales in an account managed by an independent investment adviser with discretion where the trustee has no advance knowledge of the transactions before they had been executed; and

G. Purchases or sales that receive the prior approval of the Fund's compliance officer or chief operating officer because they are not inconsistent with this Code or the provisions of Rule 17j-1(a) under the Investment Company Act of 1940. A copy of Rule 17j-1 is attached as Appendix B.

VI. CONSEQUENCES OF FAILURE TO COMPLY WITH THE CODE

Compliance with this Code of Ethics is a condition of retention of positions with the Fund. The Fund's board of trustees shall determine what action is appropriate for any breach of the provisions of the Code by an outside board member, which may include removal from the board.

Reports filed pursuant to the Code will be maintained in confidence but will be reviewed by Columbia WAM or the Fund to verify compliance with the Code. Additional information may be required to clarify the nature of particular transactions.

VII. RETENTION OF RECORDS

Columbia WAM's designated compliance officer shall maintain the records listed below for a period of five years at the Fund's principal place of business in an easily accessible place:

A. a list of all persons subject to the Code during the period;

B. receipts signed by all persons subject to the Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it;

C. a copy of each code of ethics that has been in effect at any time during the period; and

D. a copy of each report filed pursuant to the Code and a record of any known violation and action taken as a result thereof during the period.

SCHEDULE A

Jerome L. Duffy
Fred D. Hasselbring
Dr. Kathryn A. Krueger
Patricia Werhane

APPENDIX A

EXAMPLES OF BENEFICIAL OWNERSHIP

For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:

o securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

o securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust);

o securities held by you as trustee or co-trustee, where either you or any member of your immediate family (i.e., spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the trust;

o securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control;

o securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits;

o securities held by a personal holding company controlled by you alone or jointly with others;

o securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a trust, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

o securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

You will NOT be deemed to have beneficial ownership of securities in the following situations:

o securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership's portfolio; and

o securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

THESE EXAMPLES ARE NOT EXCLUSIVE. THERE ARE OTHER CIRCUMSTANCES IN WHICH YOU MAY BE DEEMED TO HAVE A BENEFICIAL INTEREST IN A SECURITY. ANY QUESTIONS ABOUT WHETHER YOU

APPENDIX A

HAVE A BENEFICIAL INTEREST SHOULD BE DIRECTED TO COLUMBIA WAM'S DESIGNATED COMPLIANCE OFFICER OR CHIEF OPERATING OFFICER.

ATTACHMENT A

WANGER ADVISORS TRUST

CODE OF ETHICS AFFIRMATION

I affirm that I have received a copy of the Wanger Advisors Trust Code of Ethics for Non-Interested Board Members (the "Code") and have read and understand it. I acknowledge that I am subject to the Code and will comply with the Code in all respects.

Date: ________________

COLUMBIA MANAGEMENT GROUP
CODE OF ETHICS

EFFECTIVE JANUARY 1, 2005

CMG INVESTMENT ADVISORS

COLUMBIA MANAGEMENT ADVISORS, INC. ("CMA") COLONIAL ADVISORY SERVICES, INC. ("CASI") BANC OF AMERICA CAPITAL MANAGEMENT, LLC

INVESTMENT SERVICES GROUP ADVISORS LIBERTY ASSET MANAGEMENT COMPANY ("LAMCO") BACAP ADVISORY PARTNERS, LLC BANK OF AMERICA CAPITAL ADVISORS, LLC ("BACA")

Table of Contents

         OVERVIEW AND DEFINITIONS                                                         PAGE
         Overview                                                                         1
         Things You Need to Know to Use This Code                                         2
         Definitions                                                                      3-4

Part I
         STATEMENT OF GENERAL PRINCIPLES (APPLIES TO ALL EMPLOYEES)

A.       Compliance with the Spirit of the Code                                           5
B.       Compliance with the Bank of America Corporation Code of Ethics and
         General Policy on Insider Trading                                                5
C.       Approved Broker-Dealer Requirement for Employee Investment Accounts              5
D.       Nonpublic Information                                                            6
E.       Reporting Violations of CMG Code of Ethics                                       6

Part II
         PROHIBITED TRANSACTIONS AND ACTIVITIES (APPLIES TO ALL EMPLOYEES)

A.       Prohibition on Fraudulent and Deceptive Acts                                     7
B.       Restrictions Applicable to All Employees with respect to Redemptions
         or Exchanges of Open-end Mutual Fund Investments                                 7
C.       Restrictions Applicable to All Employees with Respect to Transactions
         in Bank of America's Retirement Plans                                            8
D.       Trading Restrictions Applicable to All Access Persons                            8
         1.       Prohibition on Trading Securities Being Purchased, Sold or
                  Considered for Purchase or Sale by a Client Account                     8-9
         2.       Pre-clearance of Transactions                                           9
         3.       Equity Restricted List                                                  9
         4.       Initial Public Offerings, Hedge Funds and Private Placements            9
         5.       Short-Term Trading (60 Calendar Days)                                   9
         6.       Prohibition on Excessive Trading                                        10
         7.       Closed-end Funds Advised by Bank of America                             10
E.       Additional Trading Restrictions Applicable to Investment Persons                 10
           o  Fourteen Calendar-Day Blackout Period                                       10
F.       Exempt Transactions                                                              10
G.       Restriction on Service as Officer or Director                                    11
H.       Participation in Investment Clubs                                                11
I.       Additional Restrictions for Specific Sub-Groups                                  11
J.       Penalties for Non-Compliance                                                     11

Part III
ADMINISTRATION AND REPORTING REQUIREMENTS (APPLIES TO ALL EMPLOYEES)

A.       New CMG Employees                                                                13
B.       Annual Code Coverage Acknowledgement and Compliance Certification                13
C.       Reporting Requirements for All Non-Access Persons (Investments
         in Open-end Mutual Funds)                                                        13
         1.       Initial Certification to the Code and Disclosure of All Investment
                  Accounts and Personal Holdings of Open-end Mutual Funds                 13
         2.       Quarterly Investment Account and Open-end Mutual Fund
                  Transaction Report                                                      13
         3.       Annual Open-end Mutual Fund Holdings Report                             13
         4.       Duplicate Account Statements and Confirmations                          13
D. Reporting Requirements for All Access Persons 14
         1.       Initial Certification to the Code and Disclosure of All
                  Investment Accounts and Personal Holdings of Covered Securities
                  and Mutual Fund Shares                                                  14
         2.       Quarterly Investment Account and Transaction Report                     14
         3.       Annual Holdings Report                                                  14
         4.       Duplicate Account Statements and Confirmations                          15
E.       Exemptions from the Above Reporting Requirements                                 15
F.       Code Administration                                                              15

APPENDICES:

Appendix A        Beneficial Ownership                                                    16-17
Appendix B        Exceptions to the Short-term Trading Ban                                18
Appendix C        Sanction Schedule                                                       19

COLUMBIA MANAGEMENT GROUP
AND AFFILIATES

CODE OF ETHICS
Effective January 1, 2005

OVERVIEW

This is the Code of Ethics for:

o All of the direct or indirect affiliates of Columbia Management Group (CMG) listed at the front of this Code. These include those that act as adviser, sub-adviser, principal underwriter, or provide other services to the Columbia and/or Nations Families of Funds.

In this Code:

o Covered affiliates of CMG, as a group, are called the "CMG COMPANIES"

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); and

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 and transactions, so they can be reviewed for conflicts with the investment activities of CMG CLIENT ACCOUNTS (Part III) and compliance with this Code.

THINGS YOU NEED TO KNOW TO USE THIS CODE

This Code is divided as follows:

o OVERVIEW AND DEFINITIONS

o PART I Statement of General Principles:
Applies to All Employees (Access and Non-Access)

o PART II Prohibited Transactions and Activities:
Applies to Access Persons (and to all Employees with respect to Open-End Mutual Funds)

o PART III Administration and Reporting Requirements:
Applies to Access Persons (and to all Employees with respect to Open-end Mutual Funds)

o APPENDICES:

Appendix A        Beneficial Ownership
Appendix B        Hardship Exceptions to the Short-Term Trading Ban
Appendix C        Sanctions Schedule

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
o INVESTMENT PERSON
o NON-ACCESS PERSON

If you don't know which category you belong to, contact COMPLIANCE RISK
MANAGEMENT AT (704) 388-3300.

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 director or officer of a CMG COMPANY, and (iii) any other EMPLOYEE designated as an ACCESS PERSON by Compliance Risk Management. Compliance Risk Management shall maintain a list of EMPLOYEES deemed to be ACCESS PERSONS and will notify each EMPLOYEE of their designation under this Code.

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 a security has been made and communicated or, with respect to the person making the recommendation, when such person decides to make the recommendation.

o "BENEFICIAL OWNERSHIP" 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." 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 "CLIENT" or "CLIENT ACCOUNT" refers to any investment account - including, without limitation, any registered or unregistered investment company or fund - for which any CMG Company 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. Its direct and indirect affiliates that have adopted this Code are referred to as the "CMG COMPANIES".

o "CONTROL" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940.

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.

4. Futures.

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 Risk Management.

o "EMPLOYEE" means any employee of Bank of America who receives official notice of coverage under this Code of Ethics from Compliance Risk Management.

o "EXCLUDED FUND" is an open-end mutual fund that is designed to permit short term trading. Examples include mutual funds that expressly authorize or don't restrict short-term trading including money market funds and certain short-term fixed income funds such as the Nations Short-Term Income Fund, Nations Short-Term Municipal Fund and Columbia Short Term Bond Fund.

Contact Compliance Risk Management 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 "INITIAL PUBLIC OFFERING" 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 Risk Management, as such and may include the following CMG Employees:
o Portfolio Managers;
o Traders;
o Research Analysts; and
o Certain operations and fund administration personnel

o "NON-ACCESS PERSON" refers to an EMPLOYEE who may not have direct or indirect access to trading or portfolio holdings information of CLIENT ACCOUNTS, but is still required to abide by certain requirements in the Code of Ethics.

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 with the fund at "net asset value" prices established daily by 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.

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 each CMG COMPANY 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, a CMG COMPANY. This fiduciary duty is owed by all persons covered by this Code to each and all of our advisory CLIENTS.

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, unusual or limited investment opportunities, perks, and receipt of gifts from persons doing or seeking to do business with a CMG COMPANY.

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

CMG recognizes that sound, responsible personal securities trading by its personnel is an appropriate activity when it is not excessive in nature and done in a prudent manner.

However, CMG 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.

Compliance Risk Management has the authority to grant written waivers of the provisions of this Code for Employees. It is expected that this authority will be exercised only in rare instances. Compliance Risk Management may consult with the Legal Department prior to granting any such waivers. SEC mandated provisions of the Code cannot and will not be waived at any time.

B. COMPLIANCE WITH THE BANK OF AMERICA CORPORATION CODE OF ETHICS AND GENERAL POLICY ON INSIDER TRADING

All Employees are subject to the Bank of America Corporation Code of Ethics and General Policy on Insider Trading. All Employees should read and be familiar 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.

C. APPROVED BROKER-DEALER REQUIREMENT FOR EMPLOYEE INVESTMENT ACCOUNTS

Employees are permitted to maintain securities accounts only with broker-dealers or other entities which shall be identified, from time to time, by CMG Management. Employees are not required to hold all mutual funds in an account at a designated broker-dealer. Accounts managed by 3rd parties or which are restricted to holding only mutual funds are not subject to this policy.

Note: Exceptions to this policy may be granted by Compliance Risk Management. It is expected this authority will be exercised only in rare instances.

D. NONPUBLIC INFORMATION

Employees are prohibited from any misuse (including inappropriate disclosure) of material nonpublic information, regarding portfolio holdings, transactions and/or recommendations of any CMG Client Account.

E. REPORTING VIOLATIONS OF CMG CODE OF ETHICS

Employees must report any conduct by another employee that one reasonably believes constitutes or may constitute a violation of the CMG Code of Ethics.

Employees must promptly report all relevant facts and other circumstances indicating a violation of the CMG Code of Ethics to either Mary Mullin, CMG's Chief Compliance Officer, at 1.646.313.8652 or to the 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.

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 or a similar investment 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), must be approved using the appropriate pre-clearance procedures.

Legacy BACAP employees must use StarCompliance system at http://boa.starcompliance.com

Legacy CMG employees must follow procedures described at CMG's intranet homepage.

Except in rare cases of hardship, no such redemption or exchange will be approved unless such investment has been held for at least 60 calendar days.

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.

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: No CMG Employee shall knowingly engage in any transaction in any mutual fund shares where the order is placed after the fund is closed for the day and the transaction is priced using the closing price for that day.

C. RESTRICTIONS APPLICABLE TO ALL EMPLOYEES WITH RESPECT TO TRANSACTIONS IN BANK OF AMERICA'S RETIREMENT PLANS

ALL CMG Employees must comply with the following restrictions for Bank of America's retirement plans, including the Bank of America 401(k) (including Fleet Savings Plus Plan), 401(k) Restoration, Pension and Pension Restoration Plans ("BAC Retirement Plans"):

- A participant must wait 14 calendar days after requesting a balance reallocation in a Plan before requesting another balance reallocation in that Plan. A "balance reallocation" is any change to a participant's existing account balance among the Plan's investment choices. For example, if a participant requests a balance reallocation in a particular Plan on January 1, the earliest that participant could request another balance reallocation in that same Plan would be January 15.

- Transfers out of the investment choices into the Stable Capital Fund (Fleet Stable Asset Fund for Fleet Savings Plus Plan), however, will be allowed on a daily basis while a 14-day restriction is in effect.

In the above example, the participant could transfer all or a portion of an account balance into the Stable Capital Fund (Fleet Stable Asset Fund for Fleet Savings Plus Plan) during the period between January 2 and January 14. However, the participant could not transfer balances out of the Stable Capital Fund until January 15 (once the 14-day restriction has elapsed).

- An exception to the 14-day restriction will apply to participants in the
401(k) Plan eligible to make a company stock diversification transfer from the Bank of America Common Stock Match Fund. Fully vested participants can diversify their company stock matching accounts into any of the other 401(k) investment choices, regardless of their age. Participants who are eligible to diversify may transfer any of those balances to the 401(k) Plan's other investment choices without triggering a 14-day restriction, or while a 14-day restriction is in effect because of a prior balance reallocation. Once the match is diversified, the 14-day balance reallocation restriction will apply.

- Any requested transaction may be changed or revoked on the same day prior to the close of the New York Stock Exchange, which is normally 4 p.m. ET.

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. Note, however, that Compliance Risk Management will regularly review reports of employee trading activity within the BAC Retirement Plans - and especially transactions that override or otherwise depart from the pre-determined schedule or allocation on any Automated Investment Plan - for compliance with the above stated restrictions.

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 CMG 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

NOTE: This restriction DOES NOT APPLY:

o to securities of an issuer that has a MARKET CAPITALIZATION OF $10 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 when the personal trade matches with a CMG Client Account which principally follows a passive investment strategy of attempting to replicate the performance of an index.

2. PRE-CLEARANCE OF TRANSACTIONS

ACCESS PERSONS must pre-clear all transactions in COVERED SECURITIES in which they have BENEFICIAL OWNERSHIP using the appropriate pre-clearance procedures.

Legacy BACAP employees must use StarCompliance system at http://boa.starcompliance.com

Legacy CMG employees must follow procedures described at CMG's intranet homepage.

Employees may rely on the exemptions stated in Section F of Part II of this Code.

3. EQUITY RESTRICTED LIST

When an equity analyst of CMG initiates coverage or changes a rating on a COVERED SECURITY, the security is put on a restricted list until close of the next trading day. No ACCESS PERSON shall be granted pre-clearance for trades in a security while included on the list.

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 Compliance Risk Management.

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, that:

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 Compliance Risk Management, in advance of a trade and will generally be granted only in hardship cases 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 hardship circumstances in APPENDIX B.

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, Access Persons should be aware that if their trades exceed 30 trades per month the trading activity will be reviewed by Compliance Risk Management.

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 Risk Management.

E. ADDITIONAL TRADING RESTRICTIONS APPLICABLE TO INVESTMENT PERSONS

FOURTEEN CALENDAR DAY BLACKOUT PERIOD

No INVESTMENT PERSON shall purchase or sell any COVERED SECURITY (or its equivalent) within a period of seven calendar days before or after a purchase or sale of the same class of security by a CLIENT ACCOUNT with which the INVESTMENT PERSON OR THEIR TEAM are regularly associated. The spirit of this Code (see page 5 above) also requires that no INVESTMENT PERSON may intentionally delay trades on behalf of a CLIENT ACCOUNT so that their own personal trades avoid falling within the fourteen day blackout period.

NOTE: The fourteen calendar day restriction DOES NOT APPLY:

o to securities of an issuer that has a MARKET CAPITALIZATION OF $10 BILLION OR MORE at the time of the transactions; however, an INVESTMENT PERSON must pre-clear these trades as with any other personal trade. Also, this exception does not relieve INVESTMENT 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.

o when the personal trade matches one in a CMG CLIENT ACCOUNT which principally follows a passive index tracking investment strategy.

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; 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 the CMG Company (e.g., stock splits, automatic conversions).

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).

7. Such other transactions as the CODE OF ETHICS COMMITTEE shall approve in their sole discretion, provided that Compliance Risk Management 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).

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 Compliance Risk Management 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 Compliance Risk Management, subject to such terms and conditions as Compliance Risk Management 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 Risk Management, because of their specific investment activities or their structure in the company. Compliance Risk Management shall keep separate applicable procedures and communicate accordingly to these groups.

J. PENALTIES FOR NON-COMPLIANCE

Upon discovering a violation of this Code, the 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;
o Suspension of employment;
o Termination of employment

See the Sanctions Schedule in APPENDIX C for details (subject to revision).

Part III

ADMINISTRATION AND
REPORTING REQUIREMENTS
This Section Applies to All Employees

A. NEW CMG EMPLOYEES

All new EMPLOYEES will receive a copy of the CMG CODE OF ETHICS as well as an Initial Certification Form. By completion of this Form, new EMPLOYEES MUST certify to Compliance Risk Management that they have read and understand the Code and disclose their personal (and FAMILY/HOUSEHOLD MEMBER) securities holdings. (The exact forms will be provided by Compliance Risk Management once a determination is made as to whether the EMPLOYEE is an Access or Non-Access Person).

B. ANNUAL CODE COVERAGE ACKNOWLEDGEMENT AND COMPLIANCE CERTIFICATION

All EMPLOYEES will annually furnish online acknowledgement of coverage (including FAMILY/HOUSEHOLD MEMBERS ) under, and certification of compliance with, the CMG Code of Ethics.

C. REPORTING REQUIREMENTS FOR ALL NON-ACCESS PERSONS (INVESTMENTS IN OPEN-END MUTUAL FUNDS)

1. INITIAL CERTIFICATION TO THE CODE AND DISCLOSURE OF ALL INVESTMENT ACCOUNTS AND PERSONAL HOLDINGS OF OPEN-END MUTUAL FUNDS

By no later than 10 calendar days after you are notified that you are a NON-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 a NON-ACCESS PERSON under the Code. You must also report to Compliance Risk Management the following:

o INVESTMENT ACCOUNTS in which you or any FAMILY/HOUSEHOLD MEMBER have direct or indirect beneficial interest of shares of any open-end mutual funds, including accounts with broker-dealers, banks, accounts held directly with the fund, variable annuities, etc.

o HOLDINGS of any open-end mutual fund shares in any of the above mentioned accounts, including funds that are not in the Columbia Funds or Nations Funds Families

2. QUARTERLY INVESTMENT ACCOUNT AND OPEN-END MUTUAL FUND TRANSACTION REPORT

By the 30th day after the end of the calendar quarter, ALL NON-ACCESS PERSONS are required to provide Compliance Risk Management with a detailed quarterly report of ALL of their Open-end mutual fund transactions, including Open-end mutual funds that are not in the Columbia Funds or Nations Funds Families. These requirements cover all Open-end mutual fund shares held either directly with the fund or through another investment vehicle or account, including (but not limited to) accounts with broker-dealers, banks, variable annuities, etc.

3. ANNUAL OPEN-END MUTUAL FUND HOLDINGS REPORT

By the 30th day after the end of the calendar year, ALL NON-ACCESS PERSONS are required to provide Compliance Risk Management with a detailed annual report of ALL their Open-end mutual fund holdings, including open-end mutual funds that are not in the Columbia Funds or Nations Funds Families. These requirements cover all open-end mutual fund shares held by the NON-ACCESS PERSON (or any FAMILY/HOUSEHOLD MEMBER) either directly with the fund or through another investment vehicle or account, including (but not limited to) accounts with broker-dealers, banks, variable annuities, etc.

4. DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS

Each NON-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 Risk Management for all accounts holding or transacting OPEN-END MUTUAL FUNDS by or for the benefit of the NON-ACCESS PERSON (or FAMILY/HOUSEHOLD MEMBER). All duplicate statements and confirmations should be sent to the following address:

BANK OF AMERICA COMPLIANCE RISK MANAGEMENT
PERSONAL TRADING DEPARTMENT
NC1-002-32-25
101 SOUTH TRYON STREET, 32ND FLOOR
CHARLOTTE, NC 28255

D. 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 Risk Management 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, 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 Funds or Nations Funds Families

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 Risk Management with a report of their investment accounts and transactions in COVERED Securities and OPEN-END MUTUAL FUNDS during the quarter, including OPEN-END MUTUAL FUNDS that are not in the Columbia Funds or Nations 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.

3. ANNUAL HOLDINGS REPORT By the 30th day after the end of the calendar year, ALL ACCESS PERSONS are required to provide Compliance Risk Management 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 Funds or Nations 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.

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 Risk Management for all accounts holding or transacting trades in COVERED SECURITIES or OPEN-END MUTUAL FUNDS by or for the benefit of the ACCESS PERSON. All duplicate statements and confirmations should be sent to the following address:

BANK OF AMERICA COMPLIANCE RISK MANAGEMENT
PERSONAL TRADING DEPARTMENT
NC1-002-32-25
101 SOUTH TRYON STREET, 32ND FLOOR
CHARLOTTE, NC 28255

E. EXCEPTIONS FROM THE ABOVE REPORTING REQUIREMENTS

SECTIONS C AND D of the above reporting requirements do 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 either the Columbia Funds or Nations Funds Families of Funds. If the non-proprietary 401(k) plan holdings are in a fund from either the Columbia Funds or Nations Funds Families, the EMPLOYEE must provide a duplicate periodic statement of all holdings and trading activity in the account.
o Investment accounts in which you have a beneficial interest, but no investment discretion, influence or control. (See Appendix A.)
o 529 Plans

F. CODE ADMINISTRATION

CMG Management has charged Compliance Risk Management with the responsibility of attending to the day-to-day administration of this Code. Compliance Risk Management will provide CMG Management with quarterly reports that will include all violations noted during the quarterly review process. The quarterly report will include associate 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 CMG at least annually as required by Rule 17j-1 under the Investment Company Act of 1940 and more frequently as requested by the board.

Appendix A Beneficial Ownership

For purposes of the Columbia Management Group 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.

SECURITIES DEEMED NOT TO BE "BENEFICIALLY OWNED"

For purposes of the CMG 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. 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. 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.

Appendix B Hardship Exceptions to the Short-Term Trading Ban

Exceptions to the short-term trading ban on COVERED SECURITIES may be requested in advance to Compliance Risk Management, and will generally only be granted in the case of economic hardship, 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.

Appendix C 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 Risk Management. The responsibility of the Committee will be to conduct informational hearings, assess mitigating factors, and uniformly impose sanctions consistent with the Code's Sanction Guidelines. The Committee consists of Senior Management from Bank of America Legal and the CMG business lines, Compliance Risk Management, and Human Resources. The Committee will be the final arbitrators to determine appropriate sanctions.

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 Reports)   2ND OFFENSE**: Written Reprimand and/or Monetary Penalty
within the required time period           3RD OR MORE OFFENSES: Monetary Penalty, Freeze Trading accounts
                                          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 Non-Access and Access Persons $100-$500
o Administrative Investment Persons $100-$500
o Investment Persons $500-$1,000
o Senior Investment Persons $1,000-$2,500
o Managing Directors $2,500-$5,000